Common use of No Registration Requirement Clause in Contracts

No Registration Requirement. None of the Company, its subsidiaries or any of their respective Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or would be integrated with the issuance of the Series B Preferred Stock in a manner that would require the registration under the Securities Act of the Series B Preferred Stock or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Series B Preferred Stock or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of Investor in Section 3C hereof, it is not necessary in connection with the offer, sale and delivery of the Series B Preferred Stock to Investor in the manner contemplated herein to register any of the Series B Preferred Stock under the Securities Act.

No Registration Requirement. None of the Company, its subsidiaries or any of their respective Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or would be integrated with the issuance of the Series B A Preferred Stock in a manner that would require the registration under the Securities Act of the Series B A Preferred Stock or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Series B A Preferred Stock or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of Investor in Section 3C hereof, it is not necessary in connection with the offer, sale and delivery of the Series B A Preferred Stock to Investor in the manner contemplated herein to register any of the Series B A Preferred Stock under the Securities Act.

No Registration Requirement. None of the Company, its subsidiaries or any of their respective Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or would be integrated with the issuance of the Series B Preferred Stock in a manner that would require the registration under the Securities Act of the Series B Preferred Stock or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Series B Preferred Stock or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of Investor in Section 3C 3E hereof, it is not necessary in connection with the offer, sale and delivery of the Series B Preferred Stock to Investor in the manner contemplated herein to register any of the Series B Preferred Stock under the Securities Act.