Offerees. The Corporation has not, either directly or through any agent, offered any Common Stock, Series G Preferred Stock, or other securities convertible into Common Stock, Series G Preferred Stock, or any security or securities similar to any thereof, for sale to, or solicited any offers to buy any Common Stock, Series G Preferred Stock, or other securities convertible into Common Stock, Series G Preferred Stock, or any such similar security or securities from, or otherwise approached or negotiated in respect thereof with, any person or entity other than the Investors.
Offerees. Neither the Company nor anyone acting on its behalf has in the past or will hereafter sell, offer for sale, or solicit offers to buy any securities of the Company so as to bring the offer, issuance, or sale of the Shares to the Investor, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act.
Offerees. Neither the Company nor anyone acting on its behalf has sold, offered or solicited offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Series D Shares or the Conversion Shares, as contemplated by this Agreement, within the provisions of Section 5 of the 1933 Act, unless such offer, issuance or sale was within the exemptions of the 1933 Act. Assuming the accuracy of the representations of the Purchasers in Section 4 below, the Company has complied with all Securities Laws in connection with the issuance and sale of the Series D Shares.
Offerees. Neither the Company nor anyone acting on its behalf has in the past sold, offered for sale or solicited offers to buy any capital stock of the Company from any person or organization other than the Purchasers so as to bring the offer, issuance or sale of the Securities, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act. Based in part upon, and subject to the truth and accuracy of, the Purchasers’ representations in Section 4, the offer, sale and issuance of the Securities pursuant to this Agreement will constitute a transaction exempt from the registration requirements of Section 5 of the Securities Act and all applicable state securities laws by virtue of Section 4(2) promulgated thereunder. The Company has complied and will comply with all applicable state securities laws in connection with the issuance and sale of the Securities or any other securities.
Offerees. Neither the Company nor anyone acting on its behalf has in the past or will in the future sell, offer for sale or solicit offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Preferred Shares, the Conversion Shares or the shares of Diluted Preferred Stock, as contemplated by this Agreement within the provisions of Section 5 of the Securities Act, unless such offer, issuance or sale was within the exemptions of Section 4 thereof. The Company has and will comply with all applicable state "blue-sky" or other applicable securities laws in connection with the issuance and sale of its Common Stock, Preferred Shares, and other securities heretofore issued and to be issued upon the Closing. The Company has in the past complied with all applicable federal and state securities laws in connection with the offer, solicitation of offers and sales of its securities.
Offerees. The Company represents that neither the Company nor any Person acting as its agent, broker, dealer or otherwise in connection with the offering or sale of the Notes has, either directly or through any agent, offered any of the Notes or any similar securities for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated in respect thereof with, any Person or Persons other than the Purchaser. The Company agrees that neither it nor any agent will on behalf of it, sell or offer any of the Notes or any similar securities to, or solicit offers to buy any thereof from, or otherwise approach or negotiate in respect thereof with, any other Person or Persons whomsoever, or take any other action, so as to bring the issuance and sale of the Notes within the provisions of Section 5 of the Securities Act or the provisions of any state securities law requiring registration of securities, notification of the issuance and sale thereof or confirmation of the availability of any exemption from registration thereof.
Offerees. Except as set forth in Schedule 4.25, during the six months prior to the date of this Agreement, the Corporation has not, either directly or through any agent, offered any Common Stock, Warrants, Series E Preferred Stock or other securities convertible into Common Stock, Warrants, Series E Preferred Stock or any security or securities similar to any thereof, for sale to, or solicited any offers to buy any Common Stock, Warrants, Series E Preferred Stock or other securities convertible into Common Stock, Warrants, Series E Preferred Stock or any such similar security or securities from, or otherwise approached or negotiated in respect thereof with, any person or entity other than the Investors and a limited number of institutional or sophisticated investors.
Offerees. The Partnership represents that neither it nor Xxxxxx, Read & Co. Inc. (which is the only Person authorized to act as agent, broker, dealer or otherwise in connection with the offering or sale of the Notes or similar securities of the Partnership) has, either directly or through any agent, offered any of the Notes or similar securities for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated in respect thereof with, any Person or Persons other than you, the Other Purchasers and not more than 80 other Institutional Investors and each of the foregoing was offered the right to purchase Notes at private sale for investment. The Partnership agrees that neither it nor any agent on its behalf will sell or offer any of the Notes or similar securities to, or solicit offers to buy any thereof from, or otherwise approach or negotiate in respect thereof with, any other Person or Persons whomsoever, or take any other action, so as to bring the issuance and sale of the Notes within the provisions of Section 5 of the Securities Act.
Offerees. Neither the Company nor anyone acting on its behalf has -------- in the past or will hereafter sell, offer for sale or solicit offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), unless such offer, issuance or sale was or shall be within the exemptions of Section 4 thereof. The Company has complied and will comply with all applicable state "blue-sky" or securities laws in connection with the issuance and sale of its Common Stock, Series A Preferred Stock and other securities heretofore and upon the closing of this Agreement.
Offerees. The Company represents that neither the Company nor Morgxx Xxxxxx & Xo., Inc. (which are the only Persons authorized by the Company to act as an agent, broker, dealer or otherwise in connection with the offering or sale of the Notes) has, either directly or through any agent, offered any of the Notes or any similar securities for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated in respect thereof with, any Person or Persons other than you. The Company agrees that neither it nor any agent will on behalf of it, sell or offer any of the Notes or any similar securities to, or solicit offers to buy any thereof from, or otherwise approach or negotiate in respect thereof with, any other Person or Persons whomsoever, or take any other action, so as to bring the issuance and sale of the Notes within the provisions of Section 5 of the Securities Act or the provisions of any state securities law requiring registration of securities, notification of the issuance and sale thereof or confirmation of the availability of any exemption from registration thereof.
