Offering Limitations Clause Samples

Offering Limitations. The aggregate amount of the Company’s (together with all of its Affiliates’) securities sold by the Company (or any of its Affiliates) in reliance on Section 4(a)(6) of the Securities Act during the 12-month period preceding the offer or sale of any shares of Flash CF Preferred in the Offering (including any shares of Flash CF Preferred authorized to be offered and sold in the Offering) does not exceed $1,000,000. For the purposes hereof, (A) “Affiliate” means any entity controlled by or under common control with the Company and any predecessor of the Company, and (B) “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

Offering Limitations. (a) Selected Dealer will offer Shares only to persons who satisfy the investor suitability standards and minimum investment requirements set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company or the Placement Agent and will only make offers to persons in the jurisdictions in which it is advised in writing by the Company or the Placement Agent that the Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, Selected Dealer will comply with the provisions of the rules and requirements of FINRA, as well as all other applicable rules and regulations relating to suitability of investors. (b) Selected Dealer agrees that, in recommending the purchase, sale or exchange of Shares to an investor, Selected Dealer, or a person associated with Selected Dealer that makes a recommendation, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Company) concerning the investor’s age, investment objectives, other investments, financial situation and needs.

Offering Limitations. Except with respect to transactions pursuant to the Company's Employee Stock Purchase Plan, consistent with past practice, and the Company's option plans, the Company will not solicit any offer to buy or offer to sell shares of Common Stock or securities convertible into or exchangeable for Common Stock by means of any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering (within the meaning of Section 4(2) of the Securities Act) prior to the Effective Date.

Offering Limitations. None of the Company or any of its Affiliates or any attorney, accountant, financial adviser or other representative (collectively, "Representatives") will solicit any offer to buy or offer to sell shares of Common Stock or securities convertible into or exchangeable for Common Stock by means of any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) in any manner involving a public offering (within the meaning of Section 4(2) of the Securities Act) prior to the effective date of the Registration Statement.

Offering Limitations. In connection with any offering which would be integrated into the transactions contemplated in this Agreement, none of the Company or, to the Company’s knowledge, any of its Affiliates will solicit any offer to buy or offer to sell shares of Common Stock or securities convertible into or exchangeable for Common Stock by means of any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) in any manner involving a public offering (within the meaning of Section 4(2) of the Securities Act) prior to the effective date (“Effective Date”) of the Registration Statement.