Private Offerings. Borrower has not, directly or indirectly, offered the Loans for sale to, or solicited offers to buy part thereof from, or otherwise approached or negotiated with respect thereto with any prospective purchaser other than Lender. Borrower hereby agrees that neither it nor anyone acting on its behalf has offered or will offer the Loans or any part thereof or any similar securities for issue or sale to or solicit any offer to acquire any of the same from anyone so as to bring the issuance thereof within the provisions of Section 5 of the Securities Act of 1933, as amended.
Private Offerings. Assuming the truth of each Purchaser's representations and acknowledgments contained in Section 5 hereof, neither the Company nor any Person acting on its behalf (other than the Purchasers, as to whom the Company makes no representations) has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. The Company has not sold the Securities to anyone other than the subscribers to this Agreement. Each Security shall bear substantially the same legend set forth in Section 8 hereof for at least so long as required by the Securities Act.
Private Offerings. 60 9.26 Broker's Fees................................................ 60 9.27
Private Offerings. Except in a public offering registered under the Securities Act, issue or sell any Equity Security unless each issuee and purchaser agrees in writing with the Company not to offer to sell, sell, make any short sale of, loan, grant any option for the purpose of, or otherwise dispose of, any Equity Security for at least the same period as shall be required of officers and directors of the Company prior to and after the closing of any public offering of securities of the Company registered under the Securities Act, except that (i) the Board shall have the right to dispense with this requirement in the case of sales of Common Stock to individuals who are not directors or officers of the Company and who purchase less than one percent (1%) of the then fully diluted Common Stock outstanding, and (ii) the Company need not obtain such standstill agreements from current holders of the Common Stock or holders of options or warrants to purchase Common Stock if they have already given standstill agreements restricting their right to sell as requested by the managing underwriter in an offering for up to 270 days (in the case of outstanding stock and stock purchase warrants) and 180 days (in the case of options granted under the Stock Plan).
Private Offerings. No form of general solicitation or general advertising, including, but not limited to, advertisements, articles, notices or other communications, published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, was used by the Company or any of its Subsidiaries or any of their respective representatives, or, to the Company's knowledge, any other Person acting on behalf of the Company or any of its Subsidiaries in connection with the offering of the Securities. Neither the Company nor any of its Subsidiaries nor any Person acting on the Company's or any such Subsidiaries' behalf, has directly or indirectly offered Securities for sale to, or sold or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with any Person or Persons other than the Purchasers and other investors who the Company reasonably believed had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of purchasing the Securities. The Company further represents to the Purchasers that, assuming the accuracy of the representations of the Purchasers as set forth in Section 6 hereof, neither the Company nor any of its Subsidiaries, nor any Person acting on the Company's or any such Subsidiary's behalf, as applicable, has taken or will take any action which would subject the issue and sale of the Securities to the provisions of Section 5 of the Securities Act, except as contemplated by the Transaction Documents. The Company and its Subsidiaries have not sold the Securities to anyone other than the Purchasers designated in this Agreement. No shares of Convertible Preferred Stock and no securities containing the same terms as the Warrants have been issued and sold by the Company or any of its Subsidiaries prior to the date hereof.
Private Offerings. At any time after the Closing Date, the Notes may be sold, pledged or otherwise transferred in Private Offerings (in addition to resales under a registration statement which are registered under the Securities Act), provided that the following provisions shall apply:
Private Offerings. The Guardian Bridge, Vairex Bridge, Vairex Rights Offering and Guardian Private Offering, if necessary, shall have been successfully completed and closed upon terms and conditions satisfactory to Vairex.
Private Offerings. Assuming the truth of each Purchaser’s representations and acknowledgments contained in Section 5 hereof, neither the Company nor any Person acting on its behalf (other than the Purchasers, as to whom the Company makes no representations) has offered or sold the Units by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. The Company has not sold Units to anyone other than the Purchasers.
Private Offerings. No form of general solicitation or general advertising including, but not limited to, advertisements, articles, notices or other communications, published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, was used by the Company or any of its Subsidiaries or any of the Company's or such Subsidiary's representatives, or, any other Person acting on behalf of the Company or any of its Subsidiaries, in connection with the offering of the Securities being purchased under this Agreement or under any other Transaction Document. None of the Company, any of its Subsidiaries or any Person acting on the Company's or such Subsidiary's behalf has directly or indirectly offered the Securities, or any part thereof or any other similar securities, for sale to, or sold or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with any Person or Persons other than the Purchasers and other investors who the Company reasonably believed had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of purchasing the Securities. The Company further represents to the Purchasers that, assuming the accuracy of the representations of the Purchasers as set forth in Section 6 hereof, none of the Company, any of its Subsidiaries or any Person acting on the Company's or such Subsidiary's behalf has taken or will take any action which would subject the issue and sale of the Securities being purchased hereunder or under any other Transaction Document to the provisions of Section 5 of the Securities Act, except as contemplated by the Registration Rights Agreement. The Company has not sold the Securities to anyone other than the Purchasers designated in this Agreement. No securities of the same class or series as the Securities have been issued and sold by the Company prior to the date hereof. Each Note and Preferred Stock certificate shall bear substantially the same legend set forth in Section 8.1 hereof, as applicable, for at least so long as such restrictions apply.
Private Offerings. Neither the Company nor any Person acting on its behalf has offered or sold the Shares or the Warrants by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. The Company has not sold the Shares or the Warrants to anyone other than the Purchasers designated in this Agreement. Each Share certificate shall bear substantially the same legend set forth in Section 9 hereof for at least so long as required by the Securities Act.
