Regulation D Compliance. Neither the Class B Member nor anyone acting on its behalf has offered any or all of the Membership Interests in the Company or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Investor and its Affiliates and not more than thirty-five (35) non-accredited investors, each of which has been offered Membership Interests in the Company in a private sale for investment purposes only. Neither the Class B Member nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of any or all of the Membership Interests in the Company or any similar securities to the registration requirements of Section 5 of the Securities Act of 1933, as amended.
Regulation D Compliance. None of the Company or the Company’s directors, executive officers or, to the Company’s knowledge, its affiliates is a “bad actor” as defined in Rule 506(d) of the Securities Act.
Regulation D Compliance. The Placement Agent has not engaged in any activity that constitutes general solicitation or general advertising in connection with the Offering.
Regulation D Compliance. Offers and sales of Notes will be made in compliance with Regulation D, and the Company has not and shall not offer to sell the Notes by any form of general solicitation or general advertising that is prohibited by Rule 502(c) promulgated under the Act.
Regulation D Compliance. Neither the Company, nor any person acting on its behalf and at its direction, (i) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer and sale of the Securities, (ii) has made, directly or indirectly, any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offer and sale of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act in a manner that would require registration of such offer and sale under the Securities Act or (iii) will take any action or steps referred to in clause (ii) above that would cause the offer and sale of the Warrants and the issuance of the Warrants Shares to be integrated with future offerings by the Company in a manner that requires registration of such offer and sale under the Securities Act.
Regulation D Compliance. Offers and sales of the Securities have and will be made in compliance with Regulation D, to the extent applicable to the Placement Agent, and the Placement Agent has not and shall not offer to sell the Securities by any form of general solicitation or general advertising that is prohibited by Rule 502(c) promulgated under the Act.
Regulation D Compliance. The Company and each of its Subsidiaries were in compliance in all respects with the requirements of Regulation D under the Securities Act (“Regulation D”) with respect to the Company’s securities issued pursuant to Regulation D at the time of such issuance, and the Company and each of its Subsidiaries continue to be in compliance in all respects with Regulation D. At the closing of each offering of the Company’s securities pursuant to Regulation D: (a) each issuance pursuant to Regulation D, and any agreement in connection therewith was made and entered into in accordance with the Securities Act and Regulation D of the Rules and Regulations; (b) each required Notice of Exempt Offering of Securities on Form D (“Form D”) had been filed with the Commission in accordance with the Securities Act and Regulation D of the Rules and Regulations; (c) each Form D conformed in all material respects to the requirements of the Securities Act, Regulation D and the Rules and Regulations; (d) each Form D did not, as of its date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (d) the Company has not sold or issued any securities that would be integrated with the offering of the Securities contemplated by this Agreement pursuant to the Securities Act, the Rules and Regulations or the interpretations thereof by the Commission or that would fail to come within the safe harbor for integration under Regulation D.
Regulation D Compliance. Each Purchaser agrees that, during the six (6) months following the Closing, it shall not engage in any transaction involving any securities of the Company that would be prohibited or restricted by, or would otherwise render unavailable any applicable safe harbor provided by Regulation D.
Regulation D Compliance. The Finder represents and warrants that it has not undertaken and will not undertake any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market for the Warrants issued to the Finder as the Warrant Finder’s Fee (the “Finder Warrants”), the common stock issuable upon exercise of the Finder Warrants (the “Finder Shares”) in the United States, including any solicitations made by any general solicitation or general advertising as those terms are used in Rule 502 of Regulation D of the U.S. Securities Act, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, or otherwise acting in any manner that would make unavailable to the Company an exemption from the registration requirements of the U.S. Securities Act under Regulation D under the U.S. Securities Act, for the issuance of the Finder Warrants and the Finder Shares.
Regulation D Compliance. The Placement Agent has made and will make offers and sales of Shares in compliance with Rule 506 and the other applicable provisions of Regulation D, to the extent applicable to the Placement Agent, and the Placement Agent has not and will not offer to sell the Shares by any form of general solicitation or general advertising that is prohibited under the Act.
