Common use of Private Offering; No Integration or General Solicitation Clause in Contracts

Private Offering; No Integration or General Solicitation. (i) Assuming (i) the Initial Notes are issued, sold and delivered under the circumstances contemplated by this Agreement and (ii) the accuracy of the representations and warranties of the Investor set forth in Section 8.01, and their compliance with the agreements set forth herein, it is not necessary in connection with the offer, sale and delivery of the Initial Notes to the Investor in the manner contemplated by this Agreement to register the offer and sale of such Initial Notes to the Investor under the Securities Act. (ii) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy, and the Company will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of the Initial Notes and require the offer and sale of the Initial Notes to the Investor to be registered under the Securities Act. Neither the Company nor any of its Affiliates or any Person acting on its behalf (other than the Holders, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering and sale of the Initial Notes to the Investor pursuant to this Agreement.

Private Offering; No Integration or General Solicitation. (ia) Assuming (i) Subject to compliance by the Initial Notes are issued, sold and delivered under the circumstances contemplated by this Agreement and (ii) the accuracy of Purchasers with the representations and warranties of the Investor set forth in Section 8.01, and their compliance with the agreements set forth herein5, it is not necessary necessary, in connection with the offer, sale and delivery of the Initial Notes Securities (or, if issued at the Closing Time, the Warrant Shares issuable upon exercise of the Warrants) to the Investor Purchasers in the manner contemplated by this Agreement and the Warrants, as applicable, to register the offer and sale of such Initial Notes to Securities or the Investor Warrant Shares under the Securities Act. (iib) The Company has notNo Issuer has, directly or indirectly, offered, sold or solicited any offer to buy, buy and the Company will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of the Initial Notes Securities and require the offer and sale of Securities or the Initial Notes to Warrant Shares (assuming the Investor Warrant Shares were issued at the Closing Time) to be registered under the Securities Act. Neither the Company nor any of No Issuer, its Affiliates or any Person person acting on its or any of their behalf (other than the HoldersPurchasers, as to whom the Company makes Issuers make no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering and sale of the Initial Notes to the Investor pursuant to this AgreementSecurities.

Private Offering; No Integration or General Solicitation. (i) Assuming (i) the Initial Notes are issued, sold and delivered under the circumstances contemplated by this Agreement and (ii) the accuracy of the representations and warranties of the Investor Investors set forth in Section 8.01, and their compliance with the agreements set forth herein, it is not necessary in connection with the offer, sale and delivery of the Initial Notes to the Investor Investors in the manner contemplated by this Agreement to register the offer and sale of such Initial Notes to the Investor Investors under the Securities Act. (ii) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy, and the Company will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of the Initial Notes and require the offer and sale of the Initial Notes to the Investor Investors to be registered under the Securities Act. Neither the Company nor any of its Affiliates or any Person acting on its behalf (other than the Holders, as to whom the Company makes no representation or warranty) has engaged or will engage in any form of general solicitation or advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering and sale of the Initial Notes to the Investor Investors pursuant to this Agreement.