No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 36 contracts
Samples: Stock Purchase Agreement (Entrada Therapeutics, Inc.), Stock Purchase Agreement (SpringWorks Therapeutics, Inc.), Ordinary Share Purchase Agreement (Stealth BioTherapeutics Corp)
No Integration. The Neither the Company has notnor any of its affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities Act) which that is or will be integrated with the sale of the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 32 contracts
Samples: Securities Purchase Agreement (ChampionsGate Acquisition Corp), Securities Purchase Agreement (Aitefund Sponsor LLC), Securities Purchase Agreement (ST Sponsor II LTD)
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities ActAct of 1933, as amended) which that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 9 contracts
Samples: Common Stock Subscription Agreement (Ivanhoe Electric Inc.), Subscription Agreement, Common Stock Subscription Agreement
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which that is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 6 contracts
Samples: Common Stock Purchase Agreement (Gilead Sciences, Inc.), Common Stock Purchase Agreement (Assembly Biosciences, Inc.), Common Stock Purchase Agreement (Gilead Sciences, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the sale of the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Arvinas, Inc.), Stock Purchase Agreement (Arvinas, Inc.), Stock Purchase Agreement (Voyager Therapeutics, Inc.)
No Integration. The None of the Company has notor any of its subsidiaries has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security "security" (as defined in the Securities Act) which that is or will be integrated with the sale of the Notes or the Conversion Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities ActAct of the Notes or the Conversion Shares.
Appears in 6 contracts
Samples: Purchase Agreement (Spartan Stores Inc), Purchase Agreement (Spartan Stores Inc), Purchase Agreement (Anthracite Capital Inc)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold offering and sale of the Stock contemplated by this Agreement pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 6 contracts
Samples: Underwriting Agreement (Antero Midstream Corp), Underwriting Agreement (ANTERO RESOURCES Corp), Underwriting Agreement (ANTERO RESOURCES Corp)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Purchased Shares under the Securities Act.
Appears in 5 contracts
Samples: Share Purchase Agreement (Xenon Pharmaceuticals Inc.), Securities Purchase Agreement (Century Therapeutics, Inc.), Share Purchase Agreement (Xenon Pharmaceuticals Inc.)
No Integration. The Neither the Company nor any of its affiliates has not, directly or through any agent, indirectly sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, of any security “security” (as defined in the Securities Act) which is that is, or will be would be, integrated with the Shares sold pursuant to this Agreement sale of any of the Securities or Placement Agent Securities in a manner that would require the registration of the Shares under the Securities ActAct of any of the Securities or Placement Agent Securities.
Appears in 3 contracts
Samples: Placement Agency Agreement, Placement Agency Agreement (CTD Holdings Inc), Placement Agency Agreement (Longfin Corp)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities 1933 Act) which ), that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares such securities under the Securities Act0000 Xxx.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Duggan Robert W), Securities Purchase Agreement (Summit Therapeutics Inc.), Securities Purchase Agreement (Summit Therapeutics Inc.)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is ), that is, will be or will would be integrated with the Shares sold issuance and sale of the Securities contemplated by this Agreement pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC.
Appears in 3 contracts
Samples: Securities Purchase Agreement (P3 Health Partners Inc.), Securities Purchase Agreement (Chicago Pacific Founders UGP, LLC), Securities Purchase Agreement (P3 Health Partners Inc.)
No Integration. The Company has and its subsidiaries have not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 2 contracts
Samples: Share Purchase Agreement (Wave Life Sciences Ltd.), Share Purchase Agreement (Wave Life Sciences Ltd.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares Purchased Stock sold pursuant to this Agreement in a manner that would require the registration of the Shares Purchased Stock under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Regeneron Pharmaceuticals Inc)
No Integration. The Company has not, directly or through any agentindirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which which, to its knowledge, is or will be integrated with the Sale Shares sold pursuant to this Agreement in a manner under circumstances that would require the registration of the Sale Shares under the Securities Act.
Appears in 2 contracts
Samples: Share Purchase Agreement (MakeMyTrip LTD), Share Purchase Agreement (Ctrip Com International LTD)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the offering and sale of the Purchased Shares sold contemplated by this Agreement pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (ANTERO RESOURCES Corp)
No Integration. The Neither the Company has notnor any of its Affiliates has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold pursuant to this Agreement sale of the Securities in a manner that would require the registration of the Shares Securities or the Common Stock upon conversion thereof under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Blockbuster Inc)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act1000 Xxx) which that is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act1000 Xxx.
Appears in 1 contract
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares Securities sold pursuant to this Agreement in a manner that would require the registration of the Shares Securities under the Securities Act.
Appears in 1 contract
Samples: Subscription Agreement (Fortress Investment Group LLC)
No Integration. The Neither the Company has notnor any other person acting on its behalf has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold pursuant to this Agreement sale of the Securities in a manner that would require the registration of the Shares Securities under the Securities Act, except that the Company makes no representation or warranty as to any Initial Purchaser or any affiliate thereof with respect to this Section 5(ii).
Appears in 1 contract
Samples: Purchase Agreement (Dominos Inc)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the sale of - 12 - ACTIVEUS 197300656v.12 the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Neurocrine Biosciences Inc)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration for purposes of the Shares Securities Act or any applicable stockholder approval provisions, including, without limitation, under the Securities Actrules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jounce Therapeutics, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold pursuant to this Agreement offering and sale of the Securities in a manner that would require the registration of the Shares Securities under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 1 contract
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Purchased Shares under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Caribou Biosciences, Inc.)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is ), that is, will be or will would be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration issuance and sale of the Shares under contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Amtrust Financial Services, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares shares sold pursuant to this Agreement Offering in a manner that would require the registration of the Shares Common Stock under the Securities Act.
Appears in 1 contract
No Integration. The Company has not, directly or through any agent, sold, offered for sale, sale or solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which of the Company that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the issuance of the Purchased Shares to the Investor under the Securities Act.
Appears in 1 contract
Samples: Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy buy, or otherwise negotiated in respect of, of any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intellia Therapeutics, Inc.)
