No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase Agreement (Ecb Bancorp Inc), Stock Purchase Agreement (HUGHES Telematics, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Common Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Common Shares to the Purchasers.
Appears in 15 contracts
Samples: Securities Purchase Agreement (SCBT Financial Corp), Stock Purchase Agreement (HUGHES Telematics, Inc.), Securities Purchase Agreement (Renasant Corp)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Preferred Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Preferred Shares to the Purchasers.
Appears in 9 contracts
Samples: Securities Purchase Agreement (First Bancshares Inc /MS/), Securities Purchase Agreement (First Bancshares Inc /MS/), Securities Purchase Agreement (Heritage Oaks Bancorp)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares and Warrants in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares and Warrants to the Purchasers.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Castle Creek Capital Partners VI, LP), Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers.
Appears in 5 contracts
Samples: Securities Purchase Agreement (F&m Bank Corp), Securities Purchase Agreement (Grandsouth Bancorporation), Securities Purchase Agreement (First Mid Illinois Bancshares Inc)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Telkonet Inc), Securities Purchase Agreement (Neomagic Corp), Securities Purchase Agreement (Clearant Inc)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers.
Appears in 4 contracts
Samples: Registration Rights Agreement (Leap Therapeutics, Inc.), Securities Purchase Agreement (2seventy Bio, Inc.), Securities Purchase Agreement (Bluebird Bio, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale sale, or solicit offers to buy buy, or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers.
Appears in 4 contracts
Samples: Stock Purchase Agreement (HCSB Financial Corp), Stock Purchase Agreement (Southern States Bancshares, Inc.), Stock Purchase Agreement (Trinity Capital Corp)
No Integration. The Company shall not, and shall use its commercially reasonable efforts agrees to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares to the PurchasersInvestor.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Subordinated Notes in a manner that would require the registration under the Securities Act of the sale of the Securities Subordinated Notes to the Purchasers.
Appears in 3 contracts
Samples: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/), Subordinated Note Purchase Agreement (Franklin Financial Network Inc.), Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the PurchasersPurchaser.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Aquiline BNC Holdings LLC), Securities Purchase Agreement (Porter Bancorp, Inc.), Securities Purchase Agreement (BNC Bancorp)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale make any offers or sales of any security or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of any security (other than the Securities in a manner Securities) under circumstances that would require cause the registration under the Securities Act of the sale offering of the Securities to be integrated with any other offering of securities by the PurchasersCompany (i) for the purpose of any stockholder approval provision applicable to the Company or its securities or (ii) for purposes of any registration requirement under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares of Common Stock in a manner that would require the registration under the Securities Act of the sale of the Securities Shares of the Common Stock to the PurchasersPurchaser.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ENDI Corp.), Securities Purchase Agreement (Enterprise Diversified, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers, or that will be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading Market.
Appears in 2 contracts
Samples: Neah Power (Neah Power Systems, Inc.), Stock Purchase Agreement (Clearant Inc)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that that, no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will would be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the PurchasersInvestor.
Appears in 2 contracts
Samples: Share Purchase Agreement (NCR Corp), Share Purchase Agreement (Document Capture Technologies, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Common Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Common Shares to the PurchasersPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (First NBC Bank Holding Co)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares to the PurchasersPurchaser.
Appears in 1 contract
Samples: Subscription Agreement (Thermo Fisher Scientific Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Series C Preferred Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Series C Preferred Shares to the PurchasersPurchaser.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Series C Preferred Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Series C Preferred Shares being acquired pursuant to this Agreement to the PurchasersPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Wheeler Real Estate Investment Trust, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the PurchasersPurchasers named on the signature pages to this Agreement.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale make any offers or sales of any security or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of any security (other than the Securities in a manner Common Shares) under circumstances that would require cause the offering of the Common Shares to be integrated with any other offering of securities by the Company (i) for the purpose of any stockholder approval provision applicable to the Company or its securities or (ii) for purposes of any registration requirement under the Securities Act of the sale of the Securities to the PurchasersAct.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maui Land & Pineapple Co Inc)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares to the Purchasers.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale make any offers or sales of any security or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of any security (other than the Securities in a manner Common Shares) under circumstances that would require cause the offering of the Common Shares to be integrated with any other offering of securities by the Company (i) for the purpose of any stockholder approval provision applicable to the Company or its securities or (ii) for purposes of any registration requirement under the Securities Act of the sale of the Securities to the PurchasersAct.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares to the PurchasersPurchaser.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the PurchasersPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amarillo Biosciences Inc)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Series B Preferred Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Series B Preferred Shares being acquired pursuant to this Agreement to the PurchasersPurchaser.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (Preferred Apartment Communities Inc)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares to the PurchasersPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (BridgeBio Pharma, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares and Pre-Funded Warrants in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares and Pre-Funded Warrants to the PurchasersPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kymera Therapeutics, Inc.)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale make any offers or sales of any security or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of any security (other than the Securities in a manner Securities) under circumstances that would require cause the registration under the Securities Act of the sale offering of the Securities to be integrated with any other offering of securities by the PurchasersCompany.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers, or that will be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading Market.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the PurchasersShareholders.
Appears in 1 contract
Samples: Share Exchange Agreement (Yadkin Valley Financial Corp)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the PurchasersPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hanmi Financial Corp)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Purchased Securities in a manner that would require the registration under the Securities Act of the sale of the Purchased Securities to the PurchasersPurchaser, or that will be integrated with the offer or sale of the Purchased Securities for purposes of the rules and regulations of any Trading Market.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the PurchasersPurchaser, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Preferred Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Preferred Shares being acquired pursuant to this Agreement to the PurchasersPurchaser.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Purchased Shares to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Central Federal Corp)
No Integration. The Company shall will not, and shall will use its commercially reasonable efforts to ensure that no Affiliate of the Company shallwill, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Shares to the Purchasers.
Appears in 1 contract
Samples: Form of Stock Purchase Agreement (Investar Holding Corp)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will would be integrated with the offer or sale of the Securities Note or the Conversion Shares in a manner that would require the registration under the Securities Act of the sale of the Securities Note or the Conversion Shares to the PurchasersPurchaser.
Appears in 1 contract
Samples: Convertible Senior Secured Note (Oasis Interval Ownership, LLC)
No Integration. The Company shall not, and shall use its commercially reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will would be integrated with the offer or sale of the Securities Offering in a manner that would require the registration under the Securities Act of the Offering, or that would be integrated with the Offering for purposes of the rules and regulations of any Trading Market on which the Common Stock then trades in a manner that would require shareholder approval of the sale of the Securities to the PurchasersInvestors.
Appears in 1 contract
No Integration. The Company shall not, and shall use its commercially reasonable efforts agrees to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the PurchasersInvestor.
Appears in 1 contract
Samples: Securities Purchase Agreement (Highlands Bankshares Inc /Va/)
No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate the Affiliates of the Company shallshall not, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers., or that will be integrated with
Appears in 1 contract
Samples: Registration Rights Agreement (Pieris Pharmaceuticals, Inc.)
