No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 71 contracts
Samples: Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Biotricity Inc.), Securities Purchase Agreement (Asset Entities Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor nor, to the knowledge of the Company, any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor nor, to the knowledge of the Company, any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 20 contracts
Samples: Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 19 contracts
Samples: Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 17 contracts
Samples: Securities Purchase Agreement (Veriteq), Securities Purchase Agreement (Genius Brands International, Inc.), Securities Purchase Agreement (Digital Angel Corp)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause caused this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 16 contracts
Samples: Securities Purchase Agreement (SCWorx Corp.), Securities Purchase Agreement (PharmaCyte Biotech, Inc.), Securities Purchase Agreement (MyMD Pharmaceuticals, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Kadmon Holdings, Inc.), Securities Purchase Agreement (Kadmon Holdings, Inc.), Securities Purchase Agreement
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Ocean Biomedical, Inc.), Securities Purchase Agreement (Verb Technology Company, Inc.), Securities Purchase Agreement (Cannabics Pharmaceuticals Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Avant Diagnostics, Inc), Securities Purchase Agreement (Avant Diagnostics, Inc), Securities Purchase Agreement (Avant Diagnostics, Inc)
No Integrated Offering. None of the Company, its the Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its the Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Bovie Medical Corp), Securities Purchase Agreement (Kandi Technologies Corp), Securities Purchase Agreement (Royale Energy Inc)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor nor, to the best knowledge of the Company, any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether Act through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor nor, to the best knowledge of the Company, any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Paragon Shipping Inc.), Securities Purchase Agreement (Paragon Shipping Inc.), Securities Purchase Agreement (Box Ships Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any Subsidiary, any of their affiliatesrespective Affiliates, nor or any Person acting on their behalf of any of them 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 issuance of any of the Securities under the 1933 ActAct or cause the offering of the Securities, whether through integration the Other Notes and the Other Warrants to be integrated with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of by the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed listed, quoted or designated for quotationdesignated. None of the Company, its Subsidiariesany Subsidiary, their affiliates nor respective Affiliates or any Person acting on their behalf of any of them will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 6 contracts
Samples: Note Purchase Agreement (Emagin Corp), Note Purchase Agreement (Emagin Corp), Note Purchase Agreement (Emagin Corp)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with any other offerings of securities of the Company, which would require registration under the 1933 Act of the offering contemplated hereby.
Appears in 6 contracts
Samples: Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (Fuse Science, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Enerpulse Technologies, Inc.), Securities Purchase Agreement (Enerpulse Technologies, Inc.), Securities Purchase Agreement (Enerpulse Technologies, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause caused this offering of the Securities to require approval of stockholders shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Clean Vision Corp), Securities Purchase Agreement (BIT ORIGIN LTD), Securities Purchase Agreement (Clean Vision Corp)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 the approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 5 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Adcare Health Systems Inc), Securities Purchase Agreement (SouthPeak Interactive CORP)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Innovative Food Holdings Inc), Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (NXT-Id, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Aclarion, Inc.), Securities Purchase Agreement (Aclarion, Inc.), Securities Purchase Agreement (Aclarion, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliatesits Affiliates, nor or, to the knowledge of the Company, any Person acting on their the behalf of the Company or any of its Affiliates 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, any of its SubsidiariesAffiliates, their affiliates nor or, to the knowledge of the Company, any Person acting on their the behalf of the Company or any of its Affiliates will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Net Element, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliatesits Affiliates, nor or, to the knowledge of the Company, any Person acting on their the behalf of the Company or any of its Affiliates 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, any of its SubsidiariesAffiliates, their affiliates nor or, to the knowledge of the Company, any Person acting on their the behalf of the Company or any of its Affiliates will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Securities Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 4 contracts
Samples: Subscription Agreement (Sevion Therapeutics, Inc.), Subscription Agreement (Sevion Therapeutics, Inc.), Subscription Agreement (Mabvax Therapeutics Holdings, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Solidion Technology Inc.), Securities Purchase Agreement (Jeffs' Brands LTD), Securities Purchase Agreement (ParaZero Technologies Ltd.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their its affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, Inc.)
No Integrated Offering. None of the Company or its Subsidiaries or, to the knowledge of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company or its Subsidiaries or, to the knowledge of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Generation Income Properties, Inc.), Securities Purchase Agreement (Cesca Therapeutics Inc.), Securities Purchase Agreement (Cesca Therapeutics Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, Act or cause this offering of the Securities to require approval of stockholders of be integrated with prior offerings by the Company for purposes of the 1933 Act or under or, assuming the receipt of the Stockholder Approval, any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Act Teleconferencing Inc), Securities Purchase Agreement (Wet Seal Inc), Securities Purchase Agreement (Wet Seal Inc)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Bridgeline Digital, Inc.), Securities Purchase Agreement (HealthLynked Corp)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Exchange Securities under the 1933 Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Exchange Securities to require approval of stockholders of the Company for purposes of the 1933 Securities Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Exchange Securities under the 1933 Securities Act or cause the offering of any of the Exchange Securities to be integrated with other offerings of securities of the Company.
Appears in 3 contracts
Samples: Exchange Agreement (ShiftPixy, Inc.), Amendment and Exchange Agreement (ShiftPixy, Inc.), Amendment and Exchange Agreement (ShiftPixy, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of (other than the 1933 Act or Stockholder Approval) under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market and under the rules and regulations of any other exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company, whether through integration with any prior offering of securities of the Company or otherwise.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.)
No Integrated Offering. None Other than with respect to the Securities, none of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities Note or Warrant under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Lytus Technologies Holdings PTV. Ltd.), Securities Purchase Agreement (Clean Vision Corp), Securities Purchase Agreement (Vinco Ventures, Inc.)
No Integrated Offering. None Other than with respect to the Shares, none of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Shares to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act Shares or cause the offering of any of the Securities Shares to be integrated with other offerings of securities of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause caused this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement and the Investor Rights Agreement (as defined in the Notes)) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)
No Integrated Offering. None of the CompanySPAC, its SPAC Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company SPAC for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company SPAC are listed or designated for quotation. None of the CompanySPAC, its SPAC Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the CompanySPAC.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on their behalf has, directly or indirectly, made made, or will prior to Closing make, any offers or sales of any security or solicited solicited, or will prior to Closing solicit, any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, Act or cause this offering of the Securities to require approval of stockholders of be integrated with prior offerings by the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings offerings, including, for the avoidance of securities of doubt, the CompanyFollow-on Offering.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Automotive Systems Inc), Securities Purchase Agreement (Answers CORP)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None Except as otherwise required herein, none of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digital Domain Media Group, Inc.), Debt Exchange Agreement (Digital Domain Media Group, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Advanced Environmental Recycling Technologies Inc), Securities Exchange Agreement (H.I.G. Aert, LLC)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (ObsEva SA)
No Integrated Offering. None of the Company or its Subsidiaries or, to the knowledge of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities Shares under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities Shares to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company or its Subsidiaries or, to the knowledge of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities Shares under the 1933 Act or cause the offering of any of the Securities Shares to be integrated with other offerings of securities of the Company.
Appears in 2 contracts
Samples: Share Exchange Agreement (Lm Funding America, Inc.), Stock Purchase Agreement (Lm Funding America, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (except as otherwise required by the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digital Health Acquisition Corp.), Securities Purchase Agreement (Digital Health Acquisition Corp.)
No Integrated Offering. None Except as otherwise disclosed to the Buyer, none of the Company, its Subsidiaries Company or any of their its affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market or any other exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or the filing of a prospectus or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ASPAC I Acquisition Corp.), Securities Purchase Agreement (Fresh2 Group LTD)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the New Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the New Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the New Securities under the 1933 Act or cause the offering of any of the New Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 2 contracts
Samples: Waiver Agreement (Taronis Technologies, Inc.), Form of Termination Agreement (Taronis Technologies, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 issuance Securities under the 1933 Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the 1933 Act in a manner that would require registration 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/), Securities Purchase Agreement (24/7 Real Media Inc)
No Integrated Offering. None of the Company, its Subsidiaries subsidiaries or any of their affiliates, nor any Person person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiariessubsidiaries, their affiliates nor any Person person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 2 contracts
Samples: Warrant Exercise Agreement (Applied Dna Sciences Inc), Warrant Exercise Agreement (Applied Dna Sciences Inc)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Securities Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sunshine Heart, Inc.), Securities Purchase Agreement (Sunshine Heart, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliatesAffiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates Affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc), Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause caused this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wrap Technologies, Inc.), Securities Purchase Agreement (MyMD Pharmaceuticals, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities Notes to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cellect Biotechnology Ltd.), Securities Purchase Agreement (Seneca Biopharma, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 the approval of the stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Comscore, Inc.)
No Integrated Offering. None of the Company, its the Subsidiaries or any of their 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of Securities (together with any other offering under the Securities Other Exchange Agreements) to require approval of stockholders shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its the Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 2 contracts
Samples: Exchange Agreement (Workstream Inc), Exchange Agreement (Workstream Inc)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their respective affiliates, nor and/or any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, Act or cause this offering of the Securities to require approval of stockholders of be integrated with prior offerings by the Company for purposes of the 1933 Act in a manner that would require registration of the Securities under the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated designated. Except for quotation. None the transactions contemplated by the Registration Rights Agreement Amendment (as defined below) and the Coty Registration Rights Agreement (as defined below), none of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take has taken any action or steps that could or would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Prentice Capital Management, LP)
No Integrated Offering. None of the Company, its Subsidiaries or any Group Member, any of their affiliates, nor and any Person acting on 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 issuance of any of the Securities Purchased Shares under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities Purchased Shares to require the approval of the stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiariesor any Group Member, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities Purchased Shares under the 1933 Act or cause the offering of any of the Securities Purchased Shares to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China XD Plastics Co LTD), Securities Purchase Agreement (Yongye International, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries Company or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or (other than stockholder approval required under applicable corporate law) under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its SubsidiariesAffiliates, their affiliates nor or any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Security Agreement (Resonant Inc)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf (i) 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf ; and (ii) will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the CompanyCompany so as to adversely affect the exemption of the Securities from registration under the 1933 Act.
Appears in 1 contract
No Integrated Offering. None of PALI, the Company, its PALI Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the January Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the January Securities to require approval of stockholders of the Company PALI for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company PALI are listed or designated for quotation. None of PALI, the Company, its PALI Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the January Securities under the 1933 Act or cause the offering of any of the January Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 1 contract
Samples: Waiver and Amendment Agreement (Palisade Bio, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities Common Shares under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities Common Shares to require approval of stockholders shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities Common Shares under the 1933 Act or cause the offering of any of the Securities Common Shares to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Altair Engineering Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf (i) 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf ; or (ii) will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the CompanyCompany so as to adversely affect the exemption of the Securities from registration under the 1933 Act.
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of (other than the 1933 Act or Shareholder Approval) under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Converted Organics Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior Exhibit 10.79 offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor directors or officers and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Adept Technology Inc)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor and any Person acting on 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 issuance of any of the Securities under the 1933 Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require the approval of stockholders of the Company for purposes of the 1933 Securities Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Securities Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of any the Companyapplicable stockholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Adcare Health Systems Inc)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities Securities, the Placement Agent Warrant and the Warrant Shares under the 1933 Act or cause the offering of any of the Securities Securities, the Placement Agent Warrant and the Warrant Shares to be integrated with other offerings of securities of the Companyofferings.
Appears in 1 contract
Samples: Securities Purchase Agreement (Conversion Labs, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or (other than Shareholder Approval) under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
No Integrated Offering. None of the Company, its the Company Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its the Company Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vinco Ventures, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, any of their affiliates, nor any Person acting on 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 issuance of any of the Securities Notes under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities Notes to require approval of stockholders shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities Notes under the 1933 Act or cause the offering of any of the Securities Notes to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Workhorse Group Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliatesAffiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates Affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor directors or officers and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Can-Fite BioPharma Ltd.)
No Integrated Offering. None of Neither the Company, its Subsidiaries or nor any of their 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 security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, Act or cause this offering of the Securities to require approval of stockholders of be integrated with prior offerings by the Company for purposes of the 1933 Act or under or, except with respect to the issuance of the Series B Preferred Shares, any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None designated, nor will the Company or any of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will Subsidiaries take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries or Subsidiaries, nor any of their affiliates, nor and any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor and any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities Notes to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vallon Pharmaceuticals, Inc.)
No Integrated Offering. None Neither of the CompanyCompanies, its Subsidiaries or nor any of their Subsidiaries, nor any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, Act or cause this offering of the Securities to require approval of stockholders be integrated with prior offerings by either of the Company Companies for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of either of the Company Companies are listed or designated for quotationdesignated. None Neither of the CompanyCompanies, its nor any of their Subsidiaries, nor any of their affiliates affiliates, nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 1 contract
No Integrated Offering. None of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their its 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its SubsidiariesSubsidiaries nor, their affiliates nor to the knowledge of the Company, any Person acting on their its behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)
No Integrated Offering. None of the Company, its Subsidiaries or the Subsidiary, any of their affiliates, nor or any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiariesthe Subsidiary, their affiliates nor or any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Minerva Neurosciences, Inc.)
No Integrated Offering. None of the Company or any of its subsidiaries, nor, to the knowledge of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their its 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiariessubsidiaries nor, their affiliates nor to the knowledge of the Company, any Person acting on their its behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Skyline Medical Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or nor any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Duos Technologies Group, Inc.)
No Integrated Offering. None of the CompanyCredit Parties, its Subsidiaries or their Subsidiaries, any of their affiliatesAffiliates, nor or any Person acting on 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 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 shareholders of the Company Borrower for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company Borrower are listed or designated for quotationdesignated. None of the CompanyCredit Parties, its their Subsidiaries, any of their affiliates nor Affiliates or any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable shareholder approval provisions.
Appears in 1 contract
Samples: Financing Agreement (Midwest Energy Emissions Corp.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.. (i)
Appears in 1 contract
Samples: Execution Copy Securities Purchase Agreement (Phunware, Inc.)
No Integrated Offering. None of Timber, the CompanyTimber Subsidiaries, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 the members of the Company Timber for purposes of the 1933 Act or under any applicable stockholder member approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company BioPharmX are listed or designated for quotation. None of Timber, the Company, its Timber Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable member approval provisions.
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company, except as disclosed on Schedule 3(h).
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause caused this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, including under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, any of their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the CompanyAct.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medicine Man Technologies, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliatesAffiliates, nor any Person acting on 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 issuance of any of the Securities under the 1933 Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Securities Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates Affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Securities Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Super League Gaming, Inc.)
No Integrated Offering. None of Neither the Company, its Subsidiaries or Company nor any of their affiliatesits Affiliates, nor any Person acting on their behalf of the Company or any of its Affiliates 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 issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause caused this offering of the Securities to require approval of stockholders shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor Affiliates or any Person acting on their behalf of the Company or any of its Affiliates will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Luokung Technology Corp.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tantech Holdings LTD)
No Integrated Offering. . None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationdesignated. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries Subsidiaries, if any, or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, if any, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes of securities of the Companyany such applicable stockholder approval provisions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medicine Man Technologies, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 shareholders of the Company for purposes of the 1933 Act or under any applicable stockholder shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotationlisted. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sundial Growers Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 issuance of any of the Securities Notes under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities Notes to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities Notes of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities Notes under the 1933 Act or cause the offering of any of the Securities Notes to be integrated with other offerings of securities of the Company.
Appears in 1 contract
Samples: Note Purchase Agreement (Innovate Biopharmaceuticals, Inc.)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of (other than the 1933 Act or Stockholder Approval) under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
Appears in 1 contract
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the CompanyCompany (other than the offering contemplated by the Subordinated Note Purchase Agreement).
Appears in 1 contract
Samples: Securities Purchase Agreement (Axion Power International, Inc.)
No Integrated Offering. None of Neither the Company, its Subsidiaries or nor any of their 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 security, under circumstances that would require registration of the issuance by the Company of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, Act or cause this offering of any of the Securities to require approval of stockholders of be integrated with prior offerings by the Company for purposes of the 1933 Act or under or, except as set forth on Schedule 3(l), any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None designated, nor will the Company or any of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will Subsidiaries take any action or steps that would require registration of the issuance by the Company of any of the Securities under the 1933 Act or or, except as set forth on Schedule 3(l), cause the offering of any of the Securities to be integrated with other offerings of securities of the Companyofferings.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sorrento Networks Corp)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor nor, to the Company’s knowledge, any Person acting on 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 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 Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system Eligible Market on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance by the Company of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company, whether through integration with any prior offering of securities of the Company or otherwise.
Appears in 1 contract
Samples: Securities Purchase Agreement (Panacea Life Sciences Holdings, Inc.)
