Common use of Securities Offerings Clause in Contracts

Securities Offerings. (a) Except as set forth on -------------------- Schedule 4.27, since the date of its initial public offering, the Company has ------------- not sold any securities other than securities registered pursuant to the Securities Act. The sale of the Securities to the Purchaser hereunder and the issuance of the Conversion Shares complies with all federal and state securities laws. (b) Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")) of the Company has, ------------ directly or through any agent (provided that no representation is made as to the Purchaser or any person acting on their behalf), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as defined in the Securities Act) that is or will be integrated with the offering and sale of the Securities in a manner that would require the registration of the Securities under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Securities. (c) Except as set forth on Schedule 4.27, neither the Company nor ------------- any of its Subsidiaries is a party to or bound by any contract or other agreement, or otherwise obligated, to register any of the securities of the Company or any of its Subsidiaries under the Act.

Securities Offerings. (a) Except as set forth on -------------------- Schedule 4.27, since the date of its ------------- initial public offering, the Company has ------------- not sold any securities other than securities registered pursuant to the Securities Act. The sale of the Securities to the Purchaser hereunder and the issuance of the Conversion Shares complies with all federal and state securities laws. (b) Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")) of the Company has, ------------ directly or through any agent (provided that no representation is made as to the Purchaser or any person acting on their behalf), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as defined in the Securities Act) that is or will be integrated with the offering and sale of the Securities in a manner that would require the registration of the Securities under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Securities. (c) Except as set forth on Schedule 4.27, neither the Company nor any ------------- any of its Subsidiaries is a party to or bound by any contract or other agreement, or otherwise obligated, to register any of the securities of the Company or any of its Subsidiaries under the Act.

Securities Offerings. (a) Except as set forth on -------------------- Schedule 4.27, since the date of its initial public offering, the Company has ------------- not sold any securities other than securities registered pursuant to the Securities Act. The sale of the Securities to the Purchaser hereunder and the issuance of the Conversion Shares and the Supplemental Warrant Shares complies with all federal and state securities laws. (b) Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")) of the Company has, ------------ directly or through any agent (provided that no representation is made as to the Purchaser or any person acting on their behalf), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as defined in the Securities Act) that is or will be integrated with the offering and sale of the Securities in a manner that would require the registration of the Securities under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Securities. (c) Except as set forth on Schedule 4.27, neither the Company nor ------------- any of its Subsidiaries is a party to or bound by any contract or other agreement, or otherwise obligated, to register any of the securities of the Company or any of its Subsidiaries under the Act.

Securities Offerings. (a) Except as set forth on -------------------- Schedule 4.27, since the date of its initial public offering, the Company has ------------- not sold any securities other than securities registered pursuant to the Securities Act. The sale of the Securities to the Purchaser hereunder and the issuance of the Conversion Shares and the Supplemental Warrant Shares complies with all federal and state securities laws. (b) Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")) of the Company has, ------------ directly or through any agent (provided that no representation is made as to the Purchaser or any person acting on their behalf), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as defined in the Securities Act) that is or will be integrated with the offering and sale of the Securities in a manner that would require the registration of the Securities under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Securities. (c) Except as set forth on Schedule 4.27, neither the Company nor any ------------- any of its Subsidiaries is a party to or bound by any contract or other agreement, or otherwise obligated, to register any of the securities of the Company or any of its Subsidiaries under the Act.