Common use of No Integrated Offering Clause in Contracts

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Companyit, nor any of its Subsidiaries or affiliatesnor any of its Affiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it from selling issuing the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company it or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor . Nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings. The Company does not have any registration statement pending before the Commission or currently under the Commission's review.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any Affiliate of its Subsidiaries or affiliatesthe Company, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would cause the this offering of the Securities pursuant to this Agreement or any of Shares and the Related Agreements Warrants to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent cause the exemptions from SEC registration upon which the Company from selling is relying for the Securities pursuant sale of the Shares and the Warrants to Rule 506 under the Securities Actbe unavailable, any applicable foreign or state securities laws or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities Shares and the Warrants to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act Act, which would prevent the Company from selling the Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which that would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliatesAffiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor to the Company's knowledge any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security (other than a concurrent offering pursuant to the Security Agreement) under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries Subsidiary or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which such that would prevent subject the Company from selling offering, issuance and sale of the Securities pursuant hereunder to Rule 506 under the registration requirements of Section 5 of the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries its Subsidiary take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or such Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, it nor any of its Subsidiaries subsidiaries or affiliatesAffiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any ay offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it from selling the Securities issuing such Securities, or any of them, pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company it or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would cause the this offering of the Securities pursuant to this Agreement or any of the Related Agreements Purchaser to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the of 1933, as amended (“1933 Act” or “Securities Act, ”) or any applicable exchange-related stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market or other Approved Market, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering and/or sale of the Securities Preferred Shares and Warrants pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities Preferred Shares pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering and/or sale of the Securities Preferred Shares and Warrants to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its ------------------------ Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers offer or sales sale of any security or solicited any offers offer to buy any security under circumstances that would cause the offering of the Securities purchased and sold pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would so as to prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company take, or permit any of its affiliates or Subsidiaries take subsidiaries take, any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither To the knowledge of the Company, neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings. The Company does not have any registration statement pending before the Commission or currently under the Commission’s review.

No Integrated Offering. Neither the Company, nor any of its Eligible Subsidiaries or affiliatesnor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which in a manner that would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates Affiliates or Eligible Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other such offerings.

No Integrated Offering. Neither the Company, any subsidiary nor any of its Subsidiaries or their affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities Preferred Shares pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities Preferred Shares pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder shareholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities Preferred Shares to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliatesnor any of its Affiliates, nor any person Person acting on its the Company’s or their behalf, has directly or indirectly 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 Securities Shares pursuant to this Agreement or any of the Related Agreements other Loan Document to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling issuing the Securities Shares pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities Shares to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries the Subsidiary or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries Subsidiary take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Companyit, nor any of its Subsidiaries or affiliatesnor any of its Affiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it from selling issuing the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder equity holder approval provisions, nor will the Company it or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its ----------------------- Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither To its knowledge, neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Companyit, nor any of its Subsidiaries or affiliatesnor any of its Affiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it from selling issuing the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder shareholder approval provisions, nor will the Company it or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities Notes pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities Notes pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities Notes to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities Note pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities Note pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities Note to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor to the Company’s knowledge, any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the CompanyCompanies, nor any of its Subsidiaries or their affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company Companies for purposes of the Securities Act which would prevent the Company Companies from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company Companies or any of its their affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither To the Company’s Knowledge, neither the Company, nor any of its Subsidiaries or affiliatesSubsidiaries, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Transaction Agreements to be integrated with prior offerings by the Company CPGI for purposes of the Securities Act which would prevent the Company CPGI from selling the Securities Shares and Warrants pursuant to Rule 506 and/or Regulation S under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities Shares and Warrants to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act Act, which would prevent the Company from selling the Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings. The Company does not have any registration statement pending before the Commission or currently under the Commission’s review.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which and, as a result, would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering and/or sale of the Securities Shares and Warrants pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities Shares pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering and/or sale of the Securities Shares and Warrants to be integrated with other offerings.

No Integrated Offering. Neither the Companyit, nor any of its Subsidiaries or affiliatesnor any of its Affiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it from selling issuing the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company it or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offeringsofferings and thereby resulting in the offering of securities to not have been in compliance with Rule 506.

No Integrated Offering. Neither the No Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the any Company for purposes of the Securities Act which would prevent the any Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the any Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Purchased Shares, Warrants, and/or Warrant Shares to be integrated with prior offerings by the Company for purposes of the Securities Act and which would prevent the Company from selling the Securities securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities Purchased Shares, Warrants, and Warrant Shares to be integrated with other offeringsofferings for such purpose.

No Integrated Offering. Neither the Companyit, nor any of its Domestic Subsidiaries or affiliatesnor any of its Affiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it from selling issuing the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company it or any of its affiliates Affiliates or Domestic Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Companyit, nor any of its Subsidiaries or affiliatesAffiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it Security Agreement from selling issuing the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company it or any of its affiliates Affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any Affiliate of its Subsidiaries or affiliatesthe Company, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would cause the this offering of the Securities pursuant to this Agreement or any of Shares and the Related Agreements Warrants to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent cause the exemptions from SEC registration upon which the Company from selling is relying for the Securities pursuant sale of the Shares and the Warrants to Rule 506 under the Securities Actbe unavailable, any applicable state securities laws or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities Shares and the Warrants to be integrated with other offerings.

No Integrated Offering. Neither the CompanyBorrower, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company Borrower for purposes of the Securities Act which would prevent the Company Borrower from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company Borrower or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offeringsofferings which would prevent the Borrower from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions.

No Integrated Offering. Neither the To each Company’s Knowledge, no Company, nor any of its their Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the either Company for purposes of the Securities Act which would prevent the either Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the either Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, or nor any of its Subsidiaries or affiliates, nor or any person acting on its or their behalf, has not directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings. .

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalfbehalf has, has directly or indirectly indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Securities Purchase Agreements to be integrated with prior offerings by the Company for purposes of the Securities 1933 Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related 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 any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries the Subsidiary or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities Units pursuant to this Agreement or any of the Related Agreements Company Documents to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities Units pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries Subsidiary take any action or steps that would cause the offering of the Securities Units to be integrated with other offerings.

No Integrated Offering. Neither the Parent, any Company, nor any of their Domestic Subsidiaries nor any of its Subsidiaries or affiliatesAffiliates, nor any person Person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements Ancillary Agreement to be integrated with prior offerings by the Company it for purposes of the Securities Act which would prevent the Company it from selling issuing the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder equityholder approval provisions, nor will the Company it or any of its affiliates Affiliates or Domestic Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.

No Integrated Offering. Neither the Company, nor any of its Subsidiaries or affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offeringsofferings in such manner.

No Integrated Offering. Neither To the Company's Knowledge, neither the Company, nor any of its Subsidiaries or affiliatesSubsidiaries, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities pursuant to this Agreement or any of the Related Agreements to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Securities pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or Subsidiaries take any action or steps that would cause the offering of the Securities to be integrated with other offerings.