Private Placement; No Integrated Offering Clause Samples
The "Private Placement; No Integrated Offering" clause defines that the securities being offered are part of a private placement and are not to be considered as part of any broader or combined public offering. In practice, this means that the current transaction is conducted under exemptions from public registration requirements, and the issuer ensures that this offering is treated as a distinct event, separate from any other offerings that may have occurred or will occur. This clause is essential for maintaining compliance with securities laws by preventing the aggregation of multiple offerings, which could otherwise jeopardize the private placement exemption and trigger additional regulatory obligations.
Private Placement; No Integrated Offering. Subject to the accuracy of the Buyer’s representations and warranties in Section 2 of this Agreement, the offer and sale by the Company of the Securities in conformity with the terms of this Agreement constitute transactions that are exempt from registration under the 1933 Act. None of the Company, its Subsidiaries, any of their Affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of the Company, its Subsidiaries, their Affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated with other offerings.
Private Placement; No Integrated Offering. Assuming the accuracy of the Subscriber’s representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer or sale of the Securities by the Company as contemplated hereby. Assuming the accuracy of the Placement Agent’s representations in the placement agency agreement to be entered into by the Company and the Placement Agent, none of the Company, its Subsidiaries, any of its or their affiliates, or any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security, solicited any offers to buy any security or taken any other action, which, under the circumstances would require such registration or cause this Offering to be integrated with prior offerings by the Company for purposes of the Securities Act or the rules of the OTC Markets.
Private Placement; No Integrated Offering. The offer and sale of the Debenture and Warrant to the Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Debenture or Warrant under the 1933 Act.
Private Placement; No Integrated Offering. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 5 below, (i) no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Buyers as contemplated hereby, and (ii) neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of (1) the Securities Act which would require the registration of any such securities under the Securities Act, or (2) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.