Common use of Integration; Other Issuances of Shares Clause in Contracts

Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries or any affiliates, nor any person acting on its or their behalf, 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 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 securities of the Company are listed or designated, nor will the Company or 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 integrated with other offerings. Assuming the accuracy of the representations and warranties of the Purchaser, the offer and sale of the Securities by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 5 contracts

Samples: Indemnification Agreement (Ophthalmic Imaging Systems), Purchase Agreement (Ophthalmic Imaging Systems), Indemnification Agreement (Ophthalmic Imaging Systems)

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Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries or any affiliates, nor any person Person acting on its or their behalf, 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 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 securities of the Company are listed or designated, nor will the Company or 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 Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of the Purchaser, the offer and sale of the Securities Shares by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 3 contracts

Samples: Purchase Agreement (Biomimetic Therapeutics, Inc.), Standby Purchase Agreement (Biomimetic Therapeutics, Inc.), Standby Purchase Agreement (Biomimetic Therapeutics, Inc.)

Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries or any affiliates, nor any person Person acting on its or their behalf, 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 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 securities of the Company are listed or designated, nor will the Company or its subsidiaries or affiliates take any action or steps that would require registration of any of the Securities Shares offered hereby under the Securities Act or cause the offering of the Securities Shares to be integrated with other securities offerings. Assuming the accuracy of the representations and warranties of the PurchaserPurchasers, the offer and sale of the Securities Shares by the Company to the Purchaser Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 2 contracts

Samples: Purchase Agreement (Sunshine Bancorp, Inc.), Purchase Agreement (Nb&t Financial Group Inc)

Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries or any affiliates, nor any person Person acting on its or their behalf, 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 for purposes of the Securities Act or of any applicable stockholder shareholder 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, nor will the Company or its subsidiaries or affiliates take any action or steps that would require registration of any of the Securities Shares offered hereby under the Securities Act or cause the offering of the Securities Shares to be integrated with other securities offerings. Assuming the accuracy of the representations and warranties of the PurchaserPurchasers, the offer and sale of the Securities Shares by the Company to the Purchaser Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Bank of the James Financial Group Inc)

Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries the Subsidiaries or any affiliates, nor any person Person acting on its or their behalf, 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 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 securities of the Company are listed or designated, nor will the Company or its subsidiaries the 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 Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of the PurchaserPurchasers set forth in this Agreement, the offer and sale of the Securities Shares by the Company to the Purchaser Purchasers pursuant to this Agreement the Agreements will be exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Form of Purchase Agreement (Cytrx Corp)

Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries or any affiliates, nor any person Person acting on its or their behalf, 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 that would be integrated with the sale of the Securities Shares to the such Purchaser 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 securities of the Company are listed or designated, nor will the Company or 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 Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of the PurchaserPurchasers, the offer and sale of the Securities Shares by the Company to the Purchaser Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement

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Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries the Subsidiaries or any affiliates, nor any person or entity acting on its or their behalf, 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 that would be integrated with the sale of the Securities Shares to the such Purchaser 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 securities of the Company are listed or designated, nor will the Company or its subsidiaries the 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 Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of the PurchaserPurchasers set forth in this Agreement, the offer and sale of the Securities Shares by the Company to the Purchaser Purchasers pursuant to this the Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Active Power Inc)

Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries Subsidiaries or any affiliates, nor any person Person acting on its or their behalf, 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 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 securities of the Company are listed or designated, nor will the Company or its subsidiaries 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 Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of the PurchaserPurchasers, the offer and sale of the Securities Shares by the Company to the Purchaser Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Netbank Inc)

Integration; Other Issuances of Shares. Neither the Company nor its subsidiaries Subsidiaries or any affiliates, nor any person Person acting on its or their behalf, 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 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 securities of the Company are listed or designated, nor will the Company or its subsidiaries 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 Shares to be integrated with other offerings. Assuming the accuracy of the representations and warranties of the PurchaserPurchasers, the offer and sale of the Securities Shares by the Company to the Purchaser Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Ista Pharmaceuticals Inc)

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