Common use of Offer of Shares Clause in Contracts

Offer of Shares. Neither Holdings nor any person authorized to act on behalf of Holdings has taken or will take any action that would subject the transactions contemplated by this Agreement to the registration requirements of the Securities Act and, subject to the accuracy of the Unit Purchaser’s representations in Article V of this Agreement, the offer and sale of the Securities as contemplated hereunder constitute transactions exempt from the registration and qualification requirements of the Securities Act and all applicable state securities laws.

Offer of Shares. Neither Holdings nor any person authorized to act on behalf of Holdings has taken or will take any action that would subject the transactions contemplated by this Agreement to the registration requirements of the Securities Act andof 1933, subject to as amended (the accuracy "Securities Act"), and assuming the investment representations of the Unit Purchaser’s representations Purchasers set forth in Article V of this AgreementSection 7 are true, the offer offer, sale and sale issuance of the Securities as contemplated hereunder constitute transactions Shares are exempt from the registration and qualification requirements of the Securities Act and all applicable state securities lawsAct.

Offer of Shares. Neither Holdings nor any person authorized to act on behalf of Holdings has taken or will take any action that would subject the transactions contemplated by this Agreement to the registration requirements of the Securities Act andof 1933, subject to as amended (the accuracy “Securities Act”), and assuming the investment representations of the Unit Purchaser’s representations Purchasers set forth in Article V of this AgreementSection 7 are true, the offer offer, sale and sale issuance of the Securities as contemplated hereunder constitute transactions Shares are exempt from the registration and qualification requirements of the Securities Act and all applicable state securities lawsAct.