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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.
Appears in 222 contracts
Samples: Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would 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 under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 209 contracts
Samples: Securities Purchase Agreement (Success Entertainment Group International Inc.), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures or the Conversion Shares under the 1933 Securities Act or cause this offering of the issuance Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the BuyerAct.
Appears in 148 contracts
Samples: Securities Purchase Agreement (Ignis Petroleum Group, Inc.), Securities Purchase Agreement (Worldgate Communications Inc), Securities Purchase Agreement (Smartire Systems Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures or the Conversion Shares under the 1933 Act or cause this offering of the issuance Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 110 contracts
Samples: Securities Purchase Agreement (Dynamic Leisure Corp), Securities Purchase Agreement (Dynamic Leisure Corp), Securities Purchase Agreement (Planetlink Communications Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, other than pursuant to this Agreement, under circumstances that would require registration of the Common Stock under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 76 contracts
Samples: Equity Credit Agreement (Imaging Diagnostic Systems Inc /Fl/), Private Equity Credit Agreement (Global Matrechs, Inc.), Private Equity Credit Agreement (Global Matrechs, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 21 contracts
Samples: Note Purchase Agreement (Renavotio, Inc.), Purchase Agreement (SharpSpring, Inc.), Form of Securities Purchase Agreement (Delta Technology Holdings LTD)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities security, other than pursuant to the Buyerthis Agreement.
Appears in 21 contracts
Samples: Class a Warrant Agreement (Suspect Detection Systems, Inc.), Subscription Agreement (Cellceutix CORP), Settlement Agreement and Mutual Release (Hwi Global Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would 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 Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 19 contracts
Samples: Purchase Agreement (Lustros Inc.), Common Stock Purchase Agreement (IZEA Holdings, Inc.), Form of Purchase Agreement (Response Genetics Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would be reasonably likely to adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 10 contracts
Samples: Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD), Purchase Agreement (Genco Shipping & Trading LTD)
No Integrated Offering. Neither the Company, Company nor its subsidiaries nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Bionomics Limited/Fi), Securities Purchase Agreement (Solid Biosciences Inc.), Securities Purchase Agreement (X4 Pharmaceuticals, Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 8 contracts
Samples: Bridge Note Purchase and Security Agreement (Tracker Corp of America), Bridge Note Purchase Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.the
Appears in 8 contracts
Samples: Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Forza Innovations Inc), Securities Purchase Agreement (Forza Innovations Inc)
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 in of any security or solicited any offers to buy any security under circumstances that would require registration under cause the offering of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act Act, nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the issuance offering of the Securities to the Buyerbe integrated with other offerings.
Appears in 8 contracts
Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Mooney Aerospace Group LTD), Subscription Agreement (Mooney Aerospace Group LTD)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 8 contracts
Samples: Subscription Agreement (All American Food Group Inc), Preferred Stock Investment Agreement (Quarterdeck Corp), Preferred Stock Investment Agreement (Pease Oil & Gas Co /Co/)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause the offering of the issuance any of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable shareholder approval provisions.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Capita Research Group Inc), Securities Purchase Agreement (Capita Research Group Inc), Securities Purchase Agreement (Capita Research Group Inc)
No Integrated Offering. Neither the Company, nor any of its ------------------------ affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures or the Conversion Shares under the 1933 Act or cause this offering of the issuance Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Ns8 Corp), Securities Purchase Agreement (Falcon Natural Gas Corp), Securities Purchase Agreement (Donobi Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would require registration under adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from the registration requirements imposed under Section 5 of the issuance of 1933 Act for the Securities to transactions contemplated hereby or would require such registration the Buyer1933 Act.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Novelos Therapeutics, Inc.), Securities Purchase Agreement (Novelos Therapeutics, Inc.), Purchase Agreement (Aerogen Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 6 contracts
Samples: Note Purchase Agreement (Opexa Therapeutics, Inc.), Securities Purchase Agreement (Ceelox Inc.), Securities Purchase Agreement (Emerald Dairy Inc)
No Integrated Offering. Neither None of the Company, nor any other Group Member any of its affiliates, nor their respective Affiliates or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Notes under the 1933 Act of the issuance of the Securities to the BuyerAct, whether through integration with prior offerings or otherwise.
Appears in 5 contracts
Samples: Convertible Note Purchase Agreement, Registration Rights Agreement (KKR & Co. L.P.), Convertible Note Purchase Agreement (China Cord Blood Corp)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Regulation S for the exemption from registration for the transactions contemplated hereby or would require registration of the Note under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 5 contracts
Samples: Note Purchase Agreement (Arkanova Energy Corp.), Note Purchase Agreement (Arkanova Energy Corp.), Conversion and Loan Modification Agreement (Arkanova Energy Corp.)
No Integrated Offering. Neither the CompanyCompany nor any of the Subsidiaries, nor any Affiliates of its affiliates, nor the foregoing or any person Person acting on its or their behalfthe behalf of any of the foregoing, has shall, directly or indirectly made indirectly, make any offers or sales in of any security or solicited solicit any offers to buy purchase any security security, under any circumstances that would require registration of any of the Securities under the 1933 Act or require stockholder approval of the issuance of any of the Securities to the BuyerSecurities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Applied Therapeutics Inc.), Securities Purchase Agreement (Applied Therapeutics Inc.), Securities Purchase Agreement (Applied Therapeutics Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Securities under the 1933 Act or cause this offering of Securities to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Telecom Wireless Corp/Co), Common Stock Purchase Agreement (Telecom Wireless Corp/Co), Convertible Note Purchase Agreement (American Millennium Corp Inc)
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 in of any security or solicited any offers to buy any security under circumstances within the prior six months that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerPurchasers.
Appears in 4 contracts
Samples: Securities Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.), Securities Purchase Agreement (Advancis Pharmaceutical Corp), Securities Purchase Agreement (Targeted Genetics Corp /Wa/)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Redeemable Debentures under the 1933 Act or cause this offering of the issuance Redeemable Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (National Automation Services Inc), Securities Purchase Agreement (National Automation Services Inc), Securities Purchase Agreement (National Automation Services Inc)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Western Pacific Airlines Inc /De/), Securities Purchase Agreement (Cocensys Inc), Securities Purchase Agreement (Nuko Information Systems Inc /Ca/)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfthe behalf of any of the foregoing, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy purchase any security security, under circumstances that would require registration of any of the Shares under the 1933 Act or cause this offering of the issuance Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act or any other regulatory or self-regulatory authority.
Appears in 3 contracts
Samples: Contribution Agreement (Elandia International Inc.), Stock Purchase Agreement (Pipeline Data Inc), Stock Purchase Agreement (Pipeline Data Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Secured Debentures under the 1933 Act or cause this offering of the issuance Secured Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Cmark International Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Applied Therapeutics Inc.), Securities Purchase Agreement (Stereotaxis, Inc.), Securities Purchase Agreement (Stereotaxis, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debentures under the 1933 Act or cause this offering of the issuance Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (MobiVentures Inc.), Securities Purchase Agreement (Environment Ecology Holding Co of China), Securities Purchase Agreement (Fox Petroleum Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Units under the 1933 Act or cause this offering of the issuance Units to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc), Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc), Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debentures or the Conversion Shares under the 1933 Act or cause this offering of Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Spatialight Inc), Securities Purchase Agreement (Cityview Energy Corp LTD), Securities Purchase Agreement (Saf T Lok Inc)
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 in of any security or solicited any offers to buy any security under circumstances within the prior six months that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerPurchaser.
Appears in 3 contracts
Samples: Registrar and Paying And (Central European Distribution Corp), Fiscal Agency Agreement (Central European Distribution Corp), Securities Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Shares under the 1933 Act or cause this offering of the issuance Shares to be integrated with prior offerings by the Company for purposes of the Securities to 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the Buyerrules and regulations of the Principal Market.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Corcept Therapeutics Inc), Common Stock Purchase Agreement (Corcept Therapeutics Inc), Common Stock Purchase Agreement (Corcept Therapeutics Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Note or the Conversion Shares under the 1933 Act or cause this offering of the issuance Note or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Vortex Resources Corp.), Securities Purchase Agreement (Platina Energy Group Inc.), Securities Purchase Agreement (Platina Energy Group Inc.)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor and any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities to under the Buyer1933 Act, whether through integration with prior offerings or otherwise.
Appears in 3 contracts
Samples: Notes and Warrants Purchase Agreement (Chinacast Education Corp), Notes and Warrants Purchase Agreement (Fir Tree Inc.), Notes and Warrants Purchase Agreement (Fir Tree Inc.)
No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 3 contracts
Samples: Preferred Stock Investment Agreement (PHP Healthcare Corp), Preferred Stock Investment Agreement (Roberts Pharmaceutical Corp), Series B Preferred Stock Investment Agreement (Koo Koo Roo Inc/De)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Regulation S for the exemption from registration for the transactions contemplated hereby or would require registration of the Notes under the 1933 Act of the issuance of the Securities to the Buyer.Act; and
Appears in 3 contracts
Samples: Agreement (Blue Water Petroleum Corp.), Note Purchase Agreement (Arkanova Energy Corp), Note Purchase Agreement (Arkanova Energy Corp)
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries, nor any person Person acting on its or their behalfbehalf at their respective direction, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the BuyerCompany under any applicable stockholder approval provisions.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Viggle Inc.), Exchange Agreement (Viggle Inc.), Exchange Agreement (Viggle Inc.)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries or any of their Affiliates or, to its affiliatesknowledge, nor any person Person acting on its or their behalf, has has, directly or indirectly indirectly, made any offers offer or sales in sale of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities to Common Shares under the Buyer1933 Act, whether through integration with prior offerings or otherwise.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Professional Diversity Network, Inc.), Stock Purchase Agreement (Professional Diversity Network, Inc.)
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 in any security or solicited any offers offerers to buy any security under circumstances that would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Biomed Inc), Securities Purchase Agreement (American Biomed Inc)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities to the BuyerBuyers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GPS Industries, Inc.), Shareholder Agreement (GPS Industries, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debenture or the Conversion Shares under the 1933 Act or cause this offering of the issuance Convertible Debenture or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Transax International LTD), Securities Purchase Agreement (Transax International LTD)
No Integrated Offering. Neither Prior to the date hereof, neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities security, other than pursuant to the Buyer.this Agreement,
Appears in 2 contracts
Samples: Investment Agreement (Penederm Inc), Investment Agreement (Penederm Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would cause this offering of the Units to be integrated with prior offerings by the Company within the last six months for purposes of the 1933 Act which would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Golden Phoenix Minerals Inc), Escrow Agreement (Golden Phoenix Minerals Inc /Mn/)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor and any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Artistdirect Inc), Note and Warrant Purchase Agreement (Artistdirect Inc)
No Integrated Offering. Neither the Company, Company nor its Subsidiary nor any of its affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security Company security, under circumstances that would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Verve Therapeutics, Inc.), Stock Purchase Agreement (Verve Therapeutics, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfthe behalf of any of the foregoing, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy purchase any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any other regulatory or self-regulatory authority.
Appears in 2 contracts
Samples: Security Agreement (Cumulus Investors LLC), Securities Purchase Agreement (Averion International Corp.)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Conversion Shares under the 1933 Act or cause this offering of the issuance Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 2 contracts
Samples: Debenture Conversion Agreement (Sefe, Inc.), Royalty Conversion Agreement (Arrayit Diagnostics, Inc.)
No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Larimar Therapeutics, Inc.), Securities Purchase Agreement (Larimar Therapeutics, Inc.)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Securities Act of the issuance of the Securities Shares to the BuyerPurchasers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Uranium Resources Inc /De/), Stock Purchase Agreement (Uranium Resources Inc /De/)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.{00481385.DOCX.3}
Appears in 1 contract
Samples: Securities Purchase Agreement (Visium Technologies, Inc.)
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 in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the any Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Universal Energy Corp.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Regulation S for the exemption from registration for the transactions contemplated hereby or would require registration of the Notes under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Shares under the 1933 Act or cause this offering to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lazare Kaplan International Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalf, has has, directly or indirectly made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities to Purchased Shares under the Buyer1933 Act, whether through integration with prior offerings or otherwise.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Common Stock under the 1933 Act or cause this offering of Common Stock to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 1 contract
No Integrated Offering. Neither the CompanyMaker, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of this note or the Securities Conversion Stock to the BuyerHolder.
Appears in 1 contract
Samples: Security Agreement (Avalanche International, Corp.)
No Integrated Offering. Neither the CompanyFinancing, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Preferred Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Samples: Preferred Stock Investment Agreement (Actv Inc /De/)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under cause this offering of Common Shares to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable shareholder approval provisions, nor will the Company take any action or steps that would cause the offering of the issuance of the Securities Common Shares to the Buyerbe integrated with other offerings.
Appears in 1 contract
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerPurchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Era Marketing Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act security, other than pursuant to this Agreement or pursuant to offers and sales outside of the issuance of United States to non-U.S. persons in accordance with Regulation S promulgated by the Securities to the BuyerSEC.
Appears in 1 contract
Samples: Sentra Consulting Corp
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 in of any security or solicited any offers to buy any security under circumstances that would require prevent the offering from qualifying for the exemption from registration under the 1933 Act Act. Neither the Company nor any of its affiliates or subsidiaries will take any action or steps that would cause the issuance offering of the Securities to the Buyerbe so effected.
Appears in 1 contract
Samples: Eroom System Technologies Inc
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Units or underlying securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Samples: Sontra Medical Corp
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debenture or shares of Common Stock underlying the Debentures under the 1933 Act or cause this offering of the issuance Debentures to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the Buyer.Company to third parties other than the Buyers for purposes of the 1933 Act so as to render invalid the exemption from registration provided under Rule
Appears in 1 contract
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 in any security or solicited any offers offer to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intelligent Electronics Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person Person acting on its or their behalf, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Notes to the Buyers under the 1933 Act or cause this offering of the issuance Notes to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Antigenics Inc /De/)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities PIK Preferred Stock or the Exchange Preferred Stock in exchange therefor to the BuyerBuyers.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Tower Corp /Ma/)
No Integrated Offering. Neither the Company, nor nor, to the Knowledge of the Company, any of its affiliates, nor affiliates or any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Frequency Therapeutics, Inc.)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfthe behalf of any of the foregoing, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy purchase any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the Buyer.Company for purposes of the 1933 Act or any other regulatory or self-regulatory authority. n.
Appears in 1 contract
Samples: Securities Purchase Agreement Securities Purchase Agreement (Lavin Philip T)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities Ordinary Shares to the Buyer.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (Recon Technology, LTD)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Bridge Notes, the Conversion Shares, the Repricing Warrants, the Repricing Shares, the Warrants, or the Warrant Shares under the 1933 Act or cause this offering to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 1 contract
Samples: Bridge Note Purchase and Security Agreement (Compositech LTD)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Flewber Global Inc.)
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor and any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act of the issuance or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany such that registration of any Securities would be required under the 1933 Act.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Shares under the 1933 Securities Act of 1933, as amended (the issuance of the Securities to the Buyer"1933 ACT").
Appears in 1 contract
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerPurchaser.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Shares under the 1933 Act or cause this offering of the issuance Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kronos Advanced Technologies Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliates---------------------- Affiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any Company security or solicited any offers to buy any security security, under circumstances that would require registration under adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance offer and sale of the Securities to the BuyerInvestors hereby under the 1933 Act.
Appears in 1 contract
No Integrated Offering. Neither None of the Company, nor its Subsidiaries, any of its their affiliates, nor and any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities to under the Buyer.1933 Act, whether through integration with prior offerings or otherwise. ARTICLE 4
Appears in 1 contract
Samples: Notes and Warrants Purchase Agreement (Chinacast Education Corp)
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 in of any security or solicited any offers to buy any security under circumstances within the prior six months that would require registration under the 1933 Securities Act of the issuance of the Securities Shares to the BuyerPurchasers.
Appears in 1 contract
Samples: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Securities under the 1933 Securities Act of 1933, as amended (the issuance “Securities Act”), or cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the Securities Act.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Helix Wind, Corp.)
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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the BuyerBuyers on the Closing Date. Except as set forth on SCHEDULE 3(c) or as disclosed in the SEC Documents, the Company has not issued any of its securities in a private placement in 1997.
Appears in 1 contract
Samples: Securities Purchase Agreement (Epl Technologies Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures, the Conversion Shares, under the 1933 Act or cause this offering of the issuance Convertible Debentures, the Conversion Shares, to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance cause this offering of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Debentures or the Conversion Shares under the 1933 Act or cause this offering of Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Secured Convertible Debentures or the Conversion Shares under the 1933 Act or cause this offering of the issuance Secured Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Communications Technologies Inc)
No Integrated Offering. Neither the 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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (FiscalNote Holdings, Inc.)
No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person Person acting on its or their behalf, has has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration under the 1933 Act of the issuance of any of the Securities to under the Buyer1933 Act, whether through integration with prior offerings or otherwise.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering of Securities to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer.1933 Act or any applicable
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Notes or the Conversion Shares under the 1933 Act or cause this offering of Notes and the Conversion Shares to be integrated with prior offerings by the Company for purposes of the issuance 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Securities to the BuyerNasdaq.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Aerospace & Electronics Inc)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Shares or the Warrants under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Samples: Preferred Stock Investment Agreement (Techniclone International Corp)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause the offering of the issuance any of the Securities to be integrated with prior offerings by the BuyerCompany for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of NASDAQ.
Appears in 1 contract
Samples: Securities Purchase Agreement (International Microcomputer Software Inc /Ca/)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Note under the 1933 Securities Act of 1933, as amended (the issuance “Securities Act”), or cause this offering of the Note to be integrated with prior offerings by the Company for purposes of the Securities to the BuyerAct.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its affiliates, nor to its knowledge any person acting on its or their behalfbehalf (other than the Subscribers, has as to whom the Company makes no representation) has, directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under any circumstances that would require registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
Samples: Entrade Inc
No Integrated Offering. Neither the Company, nor any of its affiliatesSubsidiaries, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security under circumstances that would require the registration of the Shares under the 1933 Act of the issuance of the Securities to the BuyerAct.
Appears in 1 contract
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 in of any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.
Appears in 1 contract
No Integrated Offering. Neither the Company, nor any of its ---------------------- affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Convertible Debentures or the Conversion Shares under the 1933 Act or cause this offering of the issuance Convertible Debentures or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities to the Buyer1933 Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Roanoke Technology Corp)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would require registration of the Series A Preferred Shares or the Conversion Shares under the 1933 Act or cause this offering of Series A Preferred Shares or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the issuance of the Securities to the Buyer1933 Act or any applicable stockholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (D H Marketing & Consulting Inc)
No Integrated Offering. Neither the Company, Company nor any of its affiliatesAffiliates, nor any person Person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales in of any security or solicited any offers to buy any security security, under circumstances that would adversely affect reliance by the Company on Section 4(2) of the 1933 Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act of the issuance of the Securities to the BuyerXxx.
Appears in 1 contract
