Common use of OFFERING OF THE WARRANT Clause in Contracts

OFFERING OF THE WARRANT. (a) The Company represents and warrants to and agrees with the Placement Agent and the Selling Security Holder that neither the Company nor any person acting on its behalf has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares excluding, for the avoidance of doubt, any bid for or purchase of the Warrant made by the Company pursuant to the Auction. (b) The Company represents and warrants to the Placement Agent and the Selling Security Holder that (i) the list of persons attached hereto as Exhibit C includes all directors and executive officers that the Company has requested be included as Bidders in the Auction; (ii) each of such persons is currently a director or executive officer, as the case may be, of the Company (with “executive officer” having the meaning set forth in Rule 501(f) under the Act); and (iii) each of such persons is an Accredited Investor. (c) The Selling Security Holder represents and warrants to and agrees with the Placement Agent and the Company that, other than pursuant to the Auction, neither the Selling Security Holder nor any person acting on its behalf (other than the Placement Agent, as to which no representation is made) has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares. (d) The Placement Agent represents and warrants to and agrees with the Selling Security Holder and the Company that (i) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder, as to which no representation is made) has solicited and will solicit offers to buy the Warrant only from, and has offered and will offer, sell or deliver the Warrant only to, Bidders that have, in their respective Bidder Letters, represented themselves to be a QIB or an Institutional Accredited Investor (other than directors or executive officers listed in Exhibit C hereto who have represented themselves to be Accredited Investors in their respective Bidder Letters); and (ii) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder and the Company, as to which no representation is made) has solicited or will solicit any offer to buy, and has offered or will make any offer to sell, the Warrant only to persons that have executed a Bidder Letter in substantially the form attached hereto as Exhibit B. (e) The Company recognizes and confirms that, other than with respect to the information contemplated by Section 12 hereof, the Placement Agent, in providing the services contemplated by this Agreement, (A) will be relying solely on the Company Exchange Act Filings and any information available from generally recognized public sources and (B) will not assume responsibility for the accuracy or completeness thereof. (f) Each of the Company and the Placement Agent represents and warrants to and agrees with each of the other parties hereto that no action has been or is being taken by it or is contemplated by it that would permit an offering or sale of the Warrant or possession or distribution of the Time of Sale Information or any other offering material relating to the Warrant in any jurisdiction where, or in any other circumstances in which, action for those purposes is required.

OFFERING OF THE WARRANT. (a) The Company represents and warrants to and agrees with the Placement Agent and the Selling Security Holder that neither the Company nor any person acting on its behalf has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares excluding, for the avoidance of doubt, any bid for or purchase of the Warrant made by the Company pursuant to the Auction. (b) The Company represents and warrants to the Placement Agent and the Selling Security Holder that (i) the list of persons attached hereto as Exhibit C includes all directors and executive officers that the Company has requested be included as Bidders in the Auction; and (ii) each of such persons is currently a director or executive officer, as the case may be, of the Company (with “executive officer” having the meaning set forth in Rule 501(f) under the Act); and (iii) each of such persons is an Accredited InvestorCompany. (c) The Selling Security Holder represents and warrants to and agrees with the Placement Agent and the Company that, other than pursuant to the Auction, neither the Selling Security Holder nor any person acting on its behalf (other than the Placement Agent, as to which no representation is made) has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares. (d) The Placement Agent represents and warrants to and agrees with the Selling Security Holder and the Company that (i) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder, as to which no representation is made) has solicited and will solicit offers to buy the Warrant only from, and has offered and will offer, sell or deliver the Warrant only to, Bidders that have, in their respective Bidder Letters, represented themselves to be either a QIB or an Institutional Accredited Investor (other than directors or executive officers listed in Exhibit C hereto who have represented themselves to be Accredited Investors in their respective Bidder Letters)Investor; and (ii) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder and the Company, as to which no representation is made) has solicited or will solicit any offer to buy, and has offered or will make any offer to sell, the Warrant only to persons that have executed a Bidder Letter in substantially the form attached hereto as Exhibit B. (e) The Company recognizes and confirms that, other than with respect to the information contemplated by Section 12 hereof, the Placement Agent, in providing the services contemplated by this Agreement, (A) will be relying solely on the Company Exchange Act Filings and any information available from generally recognized public sources and (B) will not assume responsibility for the accuracy or completeness thereof. (f) Each of the Company and the Placement Agent represents and warrants to and agrees with each of the other parties hereto that no action has been or is being taken by it or is contemplated by it that would permit an offering or sale of the Warrant or possession or distribution of the Time of Sale Information or any other offering material relating to the Warrant in any jurisdiction where, or in any other circumstances in which, action for those purposes is required.

OFFERING OF THE WARRANT. (a) The Company represents and warrants to and agrees with the Placement Agent and the Selling Security Holder that neither the Company nor any person acting on its behalf has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares excluding, for the avoidance of doubt, any bid for or purchase of the Warrant made by the Company pursuant to the Auction. (b) The Company represents and warrants to the Placement Agent and the Selling Security Holder that (i) the list of persons attached hereto as Exhibit C includes all directors and executive officers that the Company has requested be included as Bidders in the Auction; and (ii) each of such persons is currently a director or executive officer, as the case may be, of the Company (with “executive officer” having the meaning set forth in Rule 501(f) under the Act); and (iii) each of such persons is an Accredited InvestorCompany. (c) The Selling Security Holder represents and warrants to and agrees with the Placement Agent and the Company that, other than pursuant to the Auction, neither the Selling Security Holder nor any person acting on its behalf (other than the Placement Agent, as to which no representation is made) has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares. (d) The Placement Agent represents and warrants to and agrees with the Selling Security Holder and the Company that (i) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder, as to which no representation is made) has solicited and will solicit offers to buy the Warrant only from, and has offered and will offer, sell or deliver the Warrant only to, Bidders that have, in their respective Bidder Letters, represented themselves to be either a QIB or an Institutional Accredited Investor (other than directors or executive officers listed in Exhibit C hereto who have represented themselves to be Accredited Investors in their respective Bidder Letters)Investor; and (ii) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder and the Company, as to which no representation is made) has solicited or will solicit any offer to buy, and has offered or will make any offer to sell, the Warrant only to persons that have executed a Bidder Letter in substantially the form attached hereto as Exhibit B. (e) The Company recognizes and confirms that, other than with respect to the information contemplated by Section 12 hereof, the Placement Agent, in providing the services contemplated by this Agreement, (A) will be relying solely on the Company Exchange Act Filings and any information available from generally recognized public sources and (B) will not assume responsibility for the accuracy or completeness thereof. (f) Each of the Company and the Placement Agent represents and warrants to and agrees with each of the other parties hereto that no action has been or is being taken by it or is contemplated by it that would permit an offering or sale of the Warrant or possession or distribution of the Time of Sale Information or any other offering material relating to the Warrant in any jurisdiction where, or in any other circumstances in which, action for those purposes is required.

OFFERING OF THE WARRANT. (a) The Company represents and warrants to and agrees with the Placement Agent and the Selling Security Holder that neither the Company nor any person acting on its behalf has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares excluding, for the avoidance of doubt, any bid for or purchase of the Warrant made by the Company pursuant to the Auction. (b) The Company represents and warrants to the Placement Agent and the Selling Security Holder that (i) the list of persons attached hereto as Exhibit C includes all directors and executive officers that the Company has requested be included as Bidders in the Auction; (ii) each of such persons is currently a director or executive officer, as the case may be, of the Company (with “executive officer” having the meaning set forth in Rule 501(f) under the Act); and (iii) each of such persons is an Accredited Investor[RESERVED]. (c) The Selling Security Holder represents and warrants to and agrees with the Placement Agent and the Company that, other than pursuant to the Auction, neither the Selling Security Holder nor any person acting on its behalf (other than the Placement Agent, as to which no representation is made) has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares. (d) The Placement Agent represents and warrants to and agrees with the Selling Security Holder and the Company that (i) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder, as to which no representation is made) has solicited and will solicit offers to buy the Warrant only from, and has offered and will offer, sell or deliver the Warrant only to, Bidders that have, in their respective Bidder Letters, represented themselves to be either a QIB or an Institutional Accredited Investor (other than directors or executive officers listed in Exhibit C hereto who have represented themselves to be Accredited Investors in their respective Bidder Letters)Investor; and (ii) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder and the Company, as to which no representation is made) has solicited or will solicit any offer to buy, and has offered or will make any offer to sell, the Warrant only to persons that have executed a Bidder Letter in substantially the form attached hereto as Exhibit B. (e) The Company recognizes and confirms that, other than with respect to the information contemplated by Section 12 hereof, the Placement Agent, in providing the services contemplated by this Agreement, (A1) will be relying solely on the Company Exchange Act Filings and any information available from generally recognized public sources and (B2) will not assume responsibility for the accuracy or completeness thereof. (f) Each of the Company and the Placement Agent represents and warrants to and agrees with each of the other parties hereto that no action has been or is being taken by it or is contemplated by it that would permit an offering or sale of the Warrant or possession or distribution of the Time of Sale Information or any other offering material relating to the Warrant in any jurisdiction where, or in any other circumstances in which, action for those purposes is required.

OFFERING OF THE WARRANT. (a) The Company represents and warrants to and agrees with the Placement Agent and the Selling Security Holder that neither the Company nor any person acting on its behalf has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares excluding, for the avoidance of doubt, any bid for or purchase of the Warrant made by the Company pursuant to the Auction and discussions between the Company and the Selling Security Holder or the Placement Agent prior to the Auction. (b) The Company represents and warrants to the Placement Agent and the Selling Security Holder that (i) the list of persons attached hereto as Exhibit C includes all directors and executive officers that the Company has requested be included as Bidders in the Auction; (ii) each of such persons is currently a director or executive officer, as the case may be, of the Company (with “executive officer” having the meaning set forth in Rule 501(f) under the Act); and (iii) each of such persons is an Accredited Investor. (c) The Selling Security Holder represents and warrants to and agrees with the Placement Agent and the Company that, other than pursuant to the Auction, neither the Selling Security Holder nor any person acting on its behalf (other than the Placement Agent, as to which no representation is made) has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares. (d) The Placement Agent represents and warrants to and agrees with the Selling Security Holder and the Company that (i) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder, as to which no representation is made) has solicited and will solicit offers to buy the Warrant only from, and has offered and will offer, sell or deliver the Warrant only to, Bidders that have, in their respective Bidder Letters, represented themselves to be a QIB or an Institutional Accredited Investor (other than directors or executive officers listed in Exhibit C hereto who have represented themselves to be Accredited Investors in their respective Bidder Letters); and (ii) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder and the Company, as to which no representation is made) has solicited or will solicit any offer to buy, and has offered or will make any offer to sell, the Warrant only to persons that have executed a Bidder Letter in substantially the form attached hereto as Exhibit B. (e) The Company recognizes and confirms that, other than with respect to the information contemplated by Section 12 hereof, the Placement Agent, in providing the services contemplated by this Agreement, (A) will be relying solely on the Company Exchange Act Filings and any information available from generally recognized public sources and (B) will not assume responsibility for the accuracy or completeness thereof. (f) Each of the Company and the Placement Agent represents and warrants to and agrees with each of the other parties hereto that no action has been or is being taken by it or is contemplated by it that would permit an offering or sale of the Warrant or possession or distribution of the Time of Sale Information or any other offering material relating to the Warrant in any jurisdiction where, or in any other circumstances in which, action for those purposes is required.

OFFERING OF THE WARRANT. (a) The Company represents and warrants to and agrees with the Placement Agent and the Selling Security Holder that neither the Company nor any person acting on its behalf has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares excluding, for the avoidance of doubt, any bid for or purchase of the Warrant made by the Company pursuant to the Auction. (b) The Company represents and warrants to the Placement Agent and the Selling Security Holder that (i) the list of persons attached hereto as Exhibit C includes all directors and executive officers that the Company has requested be included as Bidders in the Auction; and (ii) each of such persons is currently a director or executive officer, as the case may be, of the Company (with “executive officer” having the meaning set forth in Rule 501(f) under the Act); and (iii) each of such persons is an Accredited InvestorCompany. (c) The Selling Security Holder represents and warrants to and agrees with the Placement Agent and the Company that, other than pursuant to the Auction, neither the Selling Security Holder nor any person acting on its behalf (other than the Placement Agent, as to which no representation is made) has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant Warrants or the Warrant Shares. (d) The Placement Agent represents and warrants to and agrees with the Selling Security Holder and the Company that (i) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder, as to which no representation is made) has solicited and will solicit offers to buy the Warrant Warrants only from, and has offered and will offer, sell or deliver the Warrant Warrants only to, Bidders that have, in their respective Bidder Letters, represented themselves to be either a QIB or an Institutional Accredited Investor (other than directors or executive officers listed in Exhibit C hereto who have represented themselves to be Accredited Investors in their respective Bidder Letters)Investor; and (ii) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder and the Company, as to which no representation is made) has solicited or will solicit any offer to buy, and has offered or will make any offer to sell, the Warrant Warrants only to persons that have executed a Bidder Letter in substantially the form attached hereto as Exhibit B. (e) The Company recognizes and confirms that, other than with respect to the information contemplated by Section 12 hereof, the Placement Agent, in providing the services contemplated by this Agreement, (A) will be relying solely on the Company Exchange Act Filings and any information available from generally recognized public sources and (B) will not assume responsibility for the accuracy or completeness thereof. (f) Each of the Company and the Placement Agent represents and warrants to and agrees with each of the other parties hereto that no action has been or is being taken by it or is contemplated by it that would permit an offering or sale of the Warrant Warrants or possession or distribution of the Time of Sale Information or any other offering material relating to the Warrant Warrants in any jurisdiction where, or in any other circumstances in which, action for those purposes is required.

OFFERING OF THE WARRANT. (a) The Company represents and warrants to and agrees with the Placement Agent and the Selling Security Holder that neither the Company nor any person acting on its behalf has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares excluding, for the avoidance of doubt, any bid for or purchase of the Warrant made by the Company pursuant to the Auction. (b) The Company represents and warrants to the Placement Agent and the Selling Security Holder that (i) the list of persons attached hereto as Exhibit C includes all directors and executive officers that the Company has requested be included as Bidders in the Auction; (ii) each of such persons is currently a director or executive officer, as the case may be, of the Company (with “executive officer” having the meaning set forth in Rule 501(f) under the Act); and (iii) each of such persons is an Accredited Investor. (c) The Selling Security Holder represents and warrants to and agrees with the Placement Agent and the Company that, other than pursuant to the Auction, neither the Selling Security Holder nor any person acting on its behalf (other than the Placement Agent, as to which no representation is made) has solicited or will solicit any offer to buy, or has offered or will make any offer to sell, the Warrant or the Warrant Shares. (dc) The Placement Agent represents and warrants to and agrees with the Selling Security Holder and the Company that (i) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder, as to which no representation is made) has solicited and will solicit offers to buy the Warrant only from, and has offered and will offer, sell or deliver the Warrant only to, Bidders that have, in their respective Bidder Letters, represented themselves to be either a QIB or an Institutional Accredited Investor (other than directors or executive officers listed in Exhibit C hereto who have represented themselves to be Accredited Investors in their respective Bidder Letters)Investor; and (ii) each of the Placement Agent and any person acting on its behalf (other than the Selling Security Holder and the Company, as to which no representation is made) has solicited or will solicit any offer to buy, and has offered or will make any offer to sell, the Warrant only to persons that have executed a Bidder Letter in substantially the form attached hereto as Exhibit B. (ed) The Company recognizes and confirms that, other than with respect to the information contemplated by Section 12 hereof, the Placement Agent, in providing the services contemplated by this Agreement, (A) will be relying solely on the Company Exchange Act Filings and any information available from generally recognized public sources and (B) will not assume responsibility for the accuracy or completeness thereof. (fe) Each of the Company and the Placement Agent represents and warrants to and agrees with each of the other parties hereto that no action has been or is being taken by it or is contemplated by it that would permit an offering or sale of the Warrant or possession or distribution of the Time of Sale Information or any other offering material relating to the Warrant in any jurisdiction where, or in any other circumstances in which, action for those purposes is required.