Sale of Securities. Based in part on the representations and warranties set forth in Section 4.05, the sale and offer of the Acquired Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stock, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with other offerings by the Company.
Appears in 4 contracts
Samples: Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.08, the sale and offer of the Acquired Shares Securities pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred StockSecurities, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock Securities under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps step that would cause the offering or issuance of Preferred Stock Securities under this Agreement to be integrated with other offerings by the Company.
Appears in 3 contracts
Samples: Investment Agreement (Despegar.com, Corp.), Investment Agreement (Expedia Group, Inc.), Investment Agreement (Expedia Group, Inc.)
Sale of Securities. Based in part on the Purchaser’s representations and warranties set forth in Section 4.052.2, the offer and sale and offer of the Acquired Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers offer or sales of Preferred Stock, the Shares and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf behalf, has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock the Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be not being available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock the Shares under this Agreement to be integrated with other offerings by the Companyofferings.
Appears in 3 contracts
Samples: Investment Agreement (Renaissancere Holdings LTD), Investment Agreement (AdaptHealth Corp.), Purchase Agreement (Melinta Therapeutics, Inc. /New/)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.053.6(a) and Section 3.6(b), the sale and offer of the Acquired Shares Purchased Securities pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, nor any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stock, the Purchased Shares and neither the Company nor, to the Knowledge of the Company, nor any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would could cause the offering or issuance of Preferred Stock the Purchased Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would could result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps step that would could cause the offering or issuance of Preferred the shares of Common Stock under this Agreement to be integrated with other offerings by the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Liberated Syndication Inc.), Stock Purchase Agreement (Liberated Syndication Inc.)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.07, the sale and offer of the Acquired Shares Securities pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred StockSecurities, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock Securities under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps step that would cause the offering or issuance of Preferred Stock Securities under this Agreement to be integrated with other offerings by the Company.
Appears in 2 contracts
Samples: Investment Agreement (KORE Group Holdings, Inc.), Investment Agreement (TPG RE Finance Trust, Inc.)
Sale of Securities. Based in part on the Purchaser’s representations and warranties set forth in Section 4.052.2, the offer and sale and offer of the Acquired Shares pursuant to this Agreement Securities is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers offer or sales of Preferred Stock, the Securities and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf behalf, has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock the Securities under this Agreement or the Certificates of Designations to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be not being available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock the Securities under this Agreement or the Certificates of Designations to be integrated with other offerings by the Companyofferings.
Appears in 2 contracts
Samples: Investment Agreement (AdaptHealth Corp.), Investment Agreement (Flynn James E)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.07, the sale and offer of the Acquired Shares shares of Common Stock pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of under the Securities Act) of investors with respect to offers or sales of Preferred Common Stock, and neither the Company nor, to the Knowledge knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Common Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to not be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Common Stock under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Samples: Investment Agreement (GrubHub Inc.)
Sale of Securities. Based in part on Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 4.052.2, the sale and offer of the Acquired Shares pursuant to this Agreement Purchase is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company nor, nor to the Knowledge of the Company, Company any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers offer or sales of Preferred Stock, the Purchased Stock and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Purchased Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred the Purchased Stock under this Agreement to be integrated with other offerings by the Companyofferings.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (WildHorse Resource Development Corp)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.06, the sale and offer of the Acquired Shares shares of Preferred Stock pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stock, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Sale of Securities. Based in part on the representations and warranties set forth in Section 4.054.06, the sale and offer of the Acquired Shares shares of Preferred Stock pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stock, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Sale of Securities. Based in part on Assuming the accuracy of the Admiral Sellers’ representations and warranties set forth in Section 4.052.2(c), the sale and offer of the Acquired Shares pursuant to this Agreement Issuance is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company nor, nor to the Knowledge of the Company, Company any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers offer or sales of Preferred Stock, the Consideration Common Stock and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred the Consideration Common Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred the Consideration Common Stock under this Agreement to be integrated with other offerings by the Companyofferings.
Appears in 1 contract
Samples: Stock Issuance Agreement (WildHorse Resource Development Corp)
Sale of Securities. Based in part on Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 4.052.2, the offer and sale and offer of the Acquired Purchased Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of under the Securities Act) of investors with respect to offers or sales of Preferred Stock, the Purchased Shares and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf behalf, has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock the Purchased Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D under the Securities Act or any other applicable exemption from registration under the Securities Act to be not being available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock the Purchased Shares under this Agreement to be integrated with other offerings by the Companyofferings.
Appears in 1 contract
Samples: Equity Commitment and Investment Agreement (Catalent, Inc.)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.06, the sale and offer of the Acquired Preferred Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of or to investors with respect to offers or sales of the Preferred StockShares, and neither the Company nor, to the Knowledge knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock Shares under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Samples: Investment Agreement (Carvana Co.)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.06, the offer, sale and offer issuance of the Acquired Shares pursuant to this Agreement is are exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, nor any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stockthe Shares pursuant to this Agreement, and neither the Company nor, to the Knowledge of the Company, nor any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock the Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock the Shares under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Sale of Securities. Based in part on the Purchaser’s representations and warranties set forth in Section 4.052.2, the offer and sale and offer of the Acquired Preferred Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers offer or sales of the Preferred Stock, Shares and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf behalf, has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of the Preferred Stock Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be not being available, nor will the Company take any action or steps that would cause the offering or issuance of the Preferred Stock Shares under this Agreement to be integrated with other offerings by the Companyofferings.
Appears in 1 contract
Sale of Securities. Based in part on the Purchaser’s representations and warranties set forth in Section 4.052.2, the offer and sale and offer of the Acquired Shares pursuant to this Agreement shares of Convertible Preferred Stock is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company nor, nor to the Knowledge of the Company, Company any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers offer or sales of Preferred Stock, the Purchased Stock and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Purchased Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred the Purchased Stock under this Agreement to be integrated with other offerings by the Companyofferings.
Appears in 1 contract
Sale of Securities. Based in part on the representations and warranties set forth in Section 4.054.07, the sale and offer and/or issuance of the Acquired Shares shares of Preferred Stock pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stock, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.09, the sale and offer of the Acquired Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, nor any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred the Common Stock, and neither the Company nor, to the Knowledge of the Company, nor any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock the Acquired Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to not be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock the Acquired Shares under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Samples: Investment Agreement (Express, Inc.)
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.10, the sale and offer of the Acquired Private Placement Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Stock, the Private Placement Shares and neither the Company nor, to the Knowledge knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock Private Placement Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps step that would cause the offering or issuance of Preferred Stock Private Placement Shares under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Sale of Securities. Based in part on Assuming the accuracy of the representations and warranties set forth in Section 4.054.04, the sale and offer of the Acquired Shares Securities pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred StockSecurities, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock Securities under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps step that would cause the offering or issuance of Preferred Stock Securities under this Agreement to be integrated with other offerings by the Company.
Appears in 1 contract
Sale of Securities. Based in part on Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 4.052.2, the offer and sale and offer of the Acquired Preference Shares pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities ActAct and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers offer or sales of Preferred Stock, the Preference Shares and neither the Company nor, to the Knowledge of the Company, any Person person acting on its behalf behalf, has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Stock the Preference Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be not being available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Stock the Preference Shares under this Agreement to be integrated with other offerings by the Companyofferings.
Appears in 1 contract