Common use of No Integrated Offering Clause in Contracts

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Convertible Debentures or the Conversion Shares under the Securities Act or cause this offering of the Securities Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Public Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions provisions, including, without limitation, under the rules and regulations of any Trading Market exchange or automated quotation system on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering Offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by Company that cause a violation of the Company for purposes of Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, Company nor any of its Affiliates, Affiliates nor any Person acting on its or their behalf has, directly or indirectly, made any offers offer or sales sale of any security of the Company or solicited any offers offer to buy any security, such security under circumstances that would cause this offering eliminate the availability of the exemption from registration under Regulation D in connection with the offer and sale of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedas contemplated hereby.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Public Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or which could violate any applicable shareholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Act or which could violate any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor to the knowledge of the Company, any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause other than pursuant to this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedAgreement.

No Integrated Offering. Neither None of the Company, nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering require registration of the issuance of any of the Purchased Shares under the Securities to be integrated Act, whether through integration with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedotherwise.

No Integrated Offering. Neither the Company, Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities to be integrated with prior offerings by under the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor to the knowledge of the Company, any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Shares under the Securities Act or cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Offering to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Notes under the Securities Act or cause this offering of the Securities Notes to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Shares to be integrated with prior offerings by Company that cause a violation of the Company for purposes of Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Shares under the Securities Act or cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings adversely affect reliance by the Company on Section 4(a)(2) for purposes of any applicable shareholder approval provisions of any Trading Market on which any the exemption from registration for the transactions contemplated hereby or would require registration of the securities of Shares under the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither None of the Company, nor any of its AffiliatesSubsidiaries, nor their affiliates, or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedprovisions.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Firm Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates---------------------- affiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, other than pursuant to this Agreement, under circumstances that would cause this offering require registration of the Common Stock under the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedAct.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this offering the offer of the Securities Shares pursuant to this Agreement to be integrated with prior offerings by the Company so as to invalidate any exemptions under the Securities Act for purposes of any applicable shareholder approval provisions of any Trading Market on which any the offer and sale of the securities of the Company are listed or designatedShares.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities such securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Shares under the Securities Act or cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedprovisions.

No Integrated Offering. Neither the Company, Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings adversely affect reliance by the Company on Section 4(2) for purposes of any applicable shareholder approval provisions of any Trading Market on which any the exemption from registration for the transactions contemplated hereby or would require registration of the securities of Shares under the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither None of the Company, nor its subsidiaries or any of its Affiliatestheir affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by require approval of stockholders of the Company for purposes under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any applicable shareholder approval provisions of any Trading Market exchange or automated quotation system on which any of the securities of the Company are listed or designateddesignated for quotation.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, other than pursuant to this Agreement, under circumstances that would cause this offering require registration of the Common Stock under the Securities to be integrated with prior offerings by Act, other than the private offering which the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of is conducting in the securities of the Company are listed or designatedUnited States contemporaneously with this offering.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities or the Conversion Shares under the Securities Act or cause this offering of the Securities or the Conversion Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this offering require registration of the Securities to be integrated with prior offerings by being offered hereby under the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, Company nor any of its Affiliates, nor any Person person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities to be integrated with prior offerings by under the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedNASDAQ Capital Market.

No Integrated Offering. Neither the Company, Company nor any of its Affiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering adversely affect reliance by the Company on Section 4(2) of the Securities to be integrated with prior offerings by Act for the Company exemption from registration for purposes of any applicable shareholder approval provisions of any Trading Market on which any the transactions contemplated hereby or would require registration of the securities of Purchased Securities under the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering the Offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any securitysecurity since 1998, other than pursuant to this Agreement and employee benefit plans, under circumstances that would cause this offering require registration of the Class A Common Stock under the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedAct.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither None of the Company, nor Company or any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor to the knowledge of the Company, any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Shares under the Securities Act or cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither None of the Company, nor Company or any of its Affiliatesaffiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Shares under the Securities Act or cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, nor nor, to the Company’s knowledge, any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither of the Company, nor any of its Affiliates, nor Company or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act or require registration of any of the Shares under the Securities Act or cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither None of the Company, nor its subsidiaries, any of its Affiliatestheir affiliates, nor and any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Note under the Securities Act or cause this offering of the Securities Note to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedprovisions.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Common Stock under the Securities Act or cause this offering of the Securities Common Stock to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of Securities Act where such integration would result in an exemption not being available for the Company are listed or designatedtransactions contemplated herein.

No Integrated Offering. Neither the Company, nor nor, to the Company’s knowledge, any of its Affiliates, nor Affiliates or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither None of the Company, nor any of its subsidiaries or Affiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Preferred Stock under the Securities Act or cause this offering of the Securities Preferred Stock to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Public Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or which could violate any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, nor any of its AffiliatesNo Company Entity, nor any Person acting on its or their the behalf of any of the foregoing, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy purchase any security, under circumstances that would require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would require registration of the Securities being offered hereby under the Securities Act or cause this offering of the Securities to be integrated with any prior offerings by offering of securities of the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including, without limitation, Rule 4460(i) of the securities of the Company are listed NASD or designatedany similar rule.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would require registration of the Securities being offered hereby under the Securities Act or cause this offering of the Securities to be integrated with any prior offerings by offering of securities of the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedprovisions.

No Integrated Offering. Neither None of the Company, nor its Subsidiaries or any of its Affiliatestheir affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes Company. None of the Company, its Subsidiaries, their affiliates nor any applicable shareholder approval provisions Person acting on their behalf will take any action or steps that would cause the offering of any Trading Market on which any of the Securities to be integrated with other offerings of securities of the Company are listed or designatedCompany.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Closing Units to be integrated with prior offerings by the Company for purposes of any applicable shareholder stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither None of the Company, nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering require registration of the issuance of any of the Purchased Securities to be integrated under the Securities Act, whether through integration with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedotherwise.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this the offering of the Securities Shares pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on the Securities Act which would prevent the Company from selling the Shares pursuant to Rule 506 under the Securities Act, nor will the Company or any of its affiliates take any action or steps that would cause the securities offering of the Company are listed or designatedShares to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor to the knowledge of the Company, any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering Offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor nor, to its knowledge, any of its Affiliates, nor any affiliates or other Person acting on its or their the Company’s behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this offering the Offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions the Securities Act, when integration would cause the Offering not to be exempt from the registration requirements of any Trading Market on which any Section 5 of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf (excluding the Placement Agent) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this offering of the Securities to be integrated with any prior offerings by or contemporaneous offering of securities of the Company for purposes of the Securities Act or any applicable shareholder state securities law or any applicable stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedprovisions.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Public Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedCompany.

No Integrated Offering. Neither To the Company’s knowledge, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Offering to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act and (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither To the Company's knowledge, neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, other than pursuant to this Agreement or pursuant to the Company's existing employee benefit plan, under circumstances that would cause this the offering of the Securities Units pursuant to this Agreement to be integrated with prior or future offerings by the Company for purposes of the Securities Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedprovisions.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder shareholders approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither Assuming the accuracy of the Investors’ representations and warranties set forth in the Transaction Documents, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this the offering of the Securities to be integrated with contemporaneous or prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, Company nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering adversely affect reliance by the Company on Section 4(2) of the Securities to Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the Securities Act or would be integrated with prior offerings by under the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedNasdaq Marketplace Rules.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security of the Company’s securities or solicited any offers to buy any securityof such securities, under circumstances that would cause this prevent the Company from offering of the Securities pursuant to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedRule 504.

No Integrated Offering. Neither the Company, nor any affiliate of its Affiliatesthe Company, nor nor, to the Company’s knowledge any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Offering to be integrated with prior offerings by the Company for purposes in such a manner that would subject this Offering to the registration requirements of any applicable shareholder approval provisions of any Trading Market on which any section 5 of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor to the knowledge of the Company, any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, other than the transactions contemplated hereby, under circumstances that would require registration of the Shares under the Securities Act or cause this offering of the Securities Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor to the knowledge of the Company, any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Units or the securities contained therein under the Securities Act or cause this offering of the Securities Units or the securities contained therein to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities Shares pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable shareholder law, regulation or stockholder approval provisions provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf hasThe Company has not, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions the Securities Act that would require the registration of any Trading Market on which any of such securities under the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, Company nor any of its Affiliatesaffiliates, nor any Person person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering adversely affect reliance by the Company on Section 4(2) of the Securities to be integrated with prior offerings by Act for the Company exemption from registration for purposes of any applicable shareholder approval provisions of any Trading Market on which any the transactions contemplated hereby or would require registration of the securities of Securities under the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither of the Company, nor Company or any of its Affiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act or require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or which could violate any applicable shareholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedPrincipal Market.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this offering of the Securities Offering to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions the Securities Act which would require the registration of any Trading Market on which any of such Securities under the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any Affiliate (as hereafter defined) of its Affiliatesthe Company, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Purchased Securities to be integrated with prior offerings by the Company for purposes of the Securities Act, any applicable shareholder state securities laws or any applicable stockholder approval provisions of provisions, nor will the Company take any Trading Market on which any action or steps that would cause the offering of the securities of the Company are listed or designatedPurchased Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this offering require registration of the Securities to be integrated with prior offerings by being offered hereby under the Company for purposes Securities Act or the filing of any applicable shareholder approval provisions of prospectus under any Trading Market on which any of the Canadian securities of the Company are listed or designatedlaws.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of in any security or solicited any offers to buy any security, security under circumstances that would cause this offering require registration under the Securities Act of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any issuance of the securities of Common Shares to the Company are listed or designatedInvestors.

No Integrated Offering. Neither None of the Company, nor its Subsidiaries or any of its Affiliatestheir affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior other offerings by of securities of the Company for purposes Company. None of the Company, its Subsidiaries, their affiliates nor any applicable shareholder approval provisions Person acting on their behalf will take any action or steps that would cause the offering of any Trading Market on which any of the Securities to be integrated with other offerings of securities of the Company are listed or designatedCompany.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Units, including the underlying securities, under the Securities Act or cause this offering of the Securities Units to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Firm Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, security under circumstances that would cause this offering require registration under the Securities Act of shares of the Securities to be integrated Common Stock issuable hereunder with prior offerings by the Company for purposes any other offers or sales of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedCompany.

No Integrated Offering. Neither the Company, nor any affiliate of its Affiliatesthe Company, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Purchased Securities to be integrated with prior offerings by the Company for purposes of the Securities Act, or any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities Nasdaq, nor will the Company take any action or steps that would cause the offering of the Company are listed or designatedPurchased Shares to be integrated with other offerings.

No Integrated Offering. Neither Other than in connection with the Share Exchange Agreement, neither the Company, nor any of its Affiliatesaffiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions provisions, including, without limitation, under the rules and regulations of any Trading Market exchange or automated quotation system on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by Company that cause a violation of the Company for purposes of Act or any applicable shareholder stockholder approval provisions of any Trading Market on which any other than Approval, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedTrading Market.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions the Securities Act which would require the registration of any Trading Market on which any of such securities under the securities of the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or which could violate any applicable shareholder stockholder approval provisions of any Trading Market on which any provisions, including, without limitation, under the rules and regulations of the securities of the Company are listed or designatedtrading market.

No Integrated Offering. Neither the Company, Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would cause this offering adversely affect reliance by the Company on Section 4(a)(2) of the Securities to be integrated with prior offerings by Act for the Company exemption from registration for purposes of any applicable shareholder approval provisions of any Trading Market on which any the transactions contemplated hereby or would require registration of the securities of Purchased Shares under the Company are listed or designatedSecurities Act.

No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedCompany.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, other than pursuant to this Agreement, the Registration Statement and the Prospectus, and employee benefit plans, under circumstances that would cause this offering require registration under the Securities Act of shares of the Securities to be integrated Common Stock issuable hereunder with prior offerings by the Company for purposes any other offers or sales of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedCompany.

No Integrated Offering. Neither the Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security of the Company's securities or solicited any offers to buy any securityof such securities, under circumstances that would cause this prevent the Company from offering of the Units pursuant to Section 4(2) under the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designatedAct.