Common use of Solicitation; Other Issuances of Securities Clause in Contracts

Solicitation; Other Issuances of Securities. Neither the Company nor any of its Subsidiaries or Affiliates, nor any person acting on its or their behalf, (i) has engaged in directed selling efforts (within the meaning of Regulation S) in connection with the offer or sale of the Securities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities to the Purchaser or the issuance of the Conversion Shares for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the NASD, nor will the Company or any of its Subsidiaries or Affiliates take any action or steps that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be so integrated with other offerings.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its Subsidiaries subsidiary or Affiliates, nor any person acting on its or their behalfaffiliate, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD under the Securities Act) in connection with the offer or sale of the SecuritiesShares, (ii) has, within the last 6 months directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities Shares under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities Shares to the Purchaser or the issuance of the Conversion Shares for purposes of the Securities Act or of 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 NASDsecurities of the Company are listed or designated, nor will the Company or any of its Subsidiaries subsidiary or Affiliates affiliate take any action or steps that would require registration of any of the Securities Shares under the Securities Act or cause the offering of the Securities Shares to be so integrated with other offerings. Assuming the accuracy of the representations and warranties of Purchaser, the offer and sale of the Shares by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Solicitation; Other Issuances of Securities. Neither the Company -------------------------------------------- nor any of its Subsidiaries or Affiliates, nor any person acting on its or their behalf, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD) in connection with the offer or sale of the Securities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities to the Purchaser such Investor or the issuance of the Conversion Shares for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the NASD, nor will the Company or any of its Subsidiaries or Affiliates take any action or steps that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be so integrated with other offerings.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its Subsidiaries or AffiliatesSubsidiaries, nor any person Person acting on its or their behalf, (ia) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD under the Securities Act) in connection with the offer or sale of the SecuritiesShares, (iib) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities Shares under the Securities Act or (iiic) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities Shares to the Purchaser or Investor and Other Investors in the issuance of the Conversion Shares Offering for purposes of the Securities Act or of 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 NASDsecurities of the Company are listed or designated, nor will the Company or any of its Subsidiaries or Affiliates take any action or steps that would require registration of any of the Securities Shares under the Securities Act or cause the offering of the Securities Offering to be so integrated with other offerings. Assuming the accuracy of the representations and warranties of Investor in this Agreement, the offer and sale of the Shares by the Company to the Investor pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its Subsidiaries or Affiliates, nor any person acting on its or their behalf, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD) in connection with the offer or sale of the Securities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities to the Purchaser or the issuance of the Conversion Shares for purposes of the Securities Act or of 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 NASDsecurities of the Company are listed or designated, nor will the Company or any of its Subsidiaries or Affiliates take any action or steps that would require registration of any of the Securities under the Securities 1933 Act or cause the offering of the Securities to be so integrated with other offerings.

Solicitation; Other Issuances of Securities. Neither the Company nor ------------------------------------------- any of its Subsidiaries subsidiaries or Affiliatesaffiliates, nor any person acting on its or their behalf, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD) in connection with the offer or sale of the Securities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities to the Purchaser or the issuance of the Conversion Shares for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the NASD, nor will the Company any exchange or any of its Subsidiaries or Affiliates take any action or steps that would require registration of automated quotation system on which any of the Securities under the Securities Act or cause the offering securities of the Securities to be so integrated with other offeringsCompany are listed or designated.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its Subsidiaries or Affiliates, nor any person acting on its or their behalf, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD) in connection with the offer or sale of the Securities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities to the such Purchaser or the issuance of the Conversion Shares for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the NASD, nor will the Company or any of its Subsidiaries or Affiliates take any action or steps that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be so integrated with other offerings.

Solicitation; Other Issuances of Securities. (a) Neither the Company nor any of its Subsidiaries subsidiaries or Affiliatesaffiliates, nor any person Person acting on its or their behalf, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD under the Securities Act) in connection with the offer or sale of the SecuritiesShares, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities Shares to the such Purchaser or the issuance of the Conversion Shares for purposes of the Securities Act or of 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 NASDsecurities of the Company are listed or designated, nor will the Company or any of its Subsidiaries subsidiaries or Affiliates affiliates take any action or steps that would require registration of any of the Securities Shares under the Securities Act or cause the offering of the Securities Shares to be so integrated with other offerings.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its Subsidiaries or Affiliatesaffiliates, nor any person Person acting on its or their behalf, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD under the Securities Act) in connection with the offer or sale of the SecuritiesShares, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities Shares under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities Shares to the Purchaser or the issuance of the Conversion Shares such Investor for purposes of the Securities Act or of 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 NASDsecurities of the Company are listed or designated, nor will the Company or any of its Subsidiaries subsidiaries or Affiliates affiliates take any action or steps that would require registration of any of the Securities Shares under the Securities Act or cause the offering of the Securities Shares to be so integrated with other offerings. Assuming the accuracy of the representations and warranties of Investors, the offer and sale of the Shares by the Company to the Investors pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Solicitation; Other Issuances of Securities. Neither the Company nor any of its Subsidiaries or Affiliates, nor any person acting on its or their behalf, (i) has engaged in directed selling efforts any form of general solicitation or general advertising (within the meaning of Regulation SD) in connection with the offer or sale of the Securities, (ii) has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under any circumstances that would require registration of the Securities under the Securities Act or (iii) has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities to the Purchaser such Investor or the issuance of the Conversion Debenture Shares for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the NASD, nor will the Company or any of its Subsidiaries or Affiliates take any action or steps that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be so integrated with other offerings.