Common use of Private Offering Clause in Contracts

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares or the Underlying Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares or the Underlying Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Notes to the registration requirements of Section 5 of the Securities ActAct or comparable provisions of any applicable State securities laws.

Private Offering. Neither the Company nor any Person other person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances has taken, or will take, any action which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Units, Senior Notes or Warrants to the registration requirements of Section 5 of the Securities ActAct or to the registration or qualification requirements of any securities law of the State of New York or the State of Texas.

Private Offering. Neither the Company nor any Person other person acting on its behalf has taken or will take any action (including, without limitation, any offering offer or sale of any securities of the Company under circumstances which would that might require the integration of such offering offer and/or sale with the offering offer and sale of the Shares under the Securities Act) which might that would subject the offering, sale and/or issuance or sale of the Shares to the registration requirements of Section 5 of the Securities ActAct or to the registration or qualification requirements of any securities or blue sky law of any applicable jurisdiction.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares, the Warrants the Underlying Shares or the Warrant Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares, the Warrants the Underlying Shares or the Warrant Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company Company, any Subsidiary, nor any Person other person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances or any Subsidiary has taken, or will take, any action which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Securities to the registration requirements of Section 5 of the Securities ActAct or to the registration or qualification requirements of any securities law of any state.

Private Offering. Neither the Company Buyer nor any Person person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company Buyer under circumstances which would require the integration of such offering with the offering of the Shares Acquisition Common Stock under the Securities Act) which might subject the offering, issuance or sale of the Shares Acquisition Common Stock to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Securities to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares Debentures under the Securities Act) which might subject the offering, issuance or sale of the Shares Debentures to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Convertible Debentures, the Warrant or the Underlying Shares under the Securities Act) which might subject the offering, issuance or sale of the Convertible Debentures, Warrant or the Underlying Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would reasonably be expected to require the integration of such offering with the offering of the Shares, the Warrants, the Underlying Shares or the Warrant Shares under the Securities Act) which might would reasonably be expected to subject the offering, issuance or sale of the Shares, the Warrants, the Underlying Shares or the Warrant Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares Units under the Securities Act) which might subject the offering, issuance or sale of the Shares Units to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on ---------------- its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Securities to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken taken, or will take take, any action (includingaction, including without limitation, any offering offer or sale of any securities or solicitation of offers to buy any security under circumstances that would require registration of the Company under circumstances which would require Securities, the integration of such offering with Warrant Shares, or the offering of the Conversion Shares under the Securities Act) which might subject Act or the offeringintegration of the offer, issuance or and sale of the Securities, the Warrant Shares to or the registration requirements Conversion Shares with any other offer, sale and issuance of Section 5 of the Company's securities (past, current or future) under the Securities Act.

Private Offering. Neither Assuming the truth of the Purchaser’s representations and warranties in Section 3.2 of this Agreement, neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the this offering of the Shares under the Securities Act) which might could reasonably be expected to subject the offering, issuance or sale of the Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares, the Warrants or the Underlying Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares, the Warrants or the Underlying Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares, the Underlying Shares or the Warrant Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares, the Underlying Shares or the Warrant Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares or the shares of Common Stock issuable upon conversion of the Series A Preferred (the "Underlying Shares") under the Securities Act) which might subject the offering, issuance or sale of the Shares or the Underlying Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Purchase Shares under the Securities Act) which might subject the offering, issuance or sale of the Purchase Shares to Buyer to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Convertible Debentures, the Shares or the Underlying Shares under the Securities Act) which might subject the offering, issuance or sale of the Convertible Debentures, the Shares or the Underlying Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting authorized to act on its behalf behalf, has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Securities to the registration requirements of Section 5 of the Securities ActAct or comparable provisions of any applicable State securities laws.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the 008258-00007/391115.4 offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares to the registration requirements of Section 5 of the Securities Act.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances has taken, or will take, any action which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Note to the registration requirements of Section 5 of the Securities ActAct or to the registration or qualification requirements of any securities or “blue sky” law of any applicable jurisdiction.

Private Offering. Neither the Company nor any other Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances has taken, or will take, any action which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Securities to the registration requirements of Section 5 of the Securities ActAct or to the registration or qualification requirements of any applicable state or provincial securities law.

Private Offering. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares Securities to the registration requirements of Section 5 of the Securities Act or that would make the transactions contemplated herein ineligible under Rule 506 promulgated under the Securities Act.

Private Offering. Neither the Company nor any other Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances has taken, or will take, any action which would require the integration of such offering with the offering of the Shares under the Securities Act) which might subject the offering, issuance or sale of the Shares to the registration requirements of Section 5 of the Securities Act.to