No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 36 contracts
Samples: Shareholders Agreement (Five Star Quality Care Inc), Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.), Shareholders Agreement (Select Income REIT)
No Integration. The Neither the Company has notnor any of its affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities Act) which that is or will be integrated with the sale of the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 24 contracts
Samples: RichSpace Acquisition Corp., JJ Opportunity Corp., TradeUP Acquisition Corp.
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities ActAct of 1933, as amended) which that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 7 contracts
Samples: Common Stock Subscription Agreement (Parsley Energy, Inc.), Common Stock Subscription Agreement (Strategabiz, Inc.), Subscription Agreement (SEACOR Marine Holdings Inc.)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold offering and sale of the Stock contemplated by this Agreement pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 6 contracts
Samples: Underwriting Agreement (ANTERO RESOURCES Corp), Underwriting Agreement (ANTERO RESOURCES Corp), Underwriting Agreement (Antero Midstream Corp)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the sale of the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Neurocrine Biosciences Inc), Stock Purchase Agreement (Arvinas, Inc.), Stock Purchase Agreement (Voyager Therapeutics, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which that is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 6 contracts
Samples: Collaboration and License Agreement (Ionis Pharmaceuticals Inc), Common Stock Purchase Agreement (Gilead Sciences Inc), Common Stock Purchase Agreement (Gilead Sciences, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Purchased Shares under the Securities Act.
Appears in 5 contracts
Samples: Share Purchase Agreement (Xenon Pharmaceuticals Inc.), Share Purchase Agreement (Xenon Pharmaceuticals Inc.), License and Collaboration Agreement (Xenon Pharmaceuticals Inc.)
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities Act) which that is or will be integrated with the Shares sold pursuant to this Agreement sale of the Purchased Securities in a manner that would require the registration of the Shares under the Securities Act.
Appears in 4 contracts
Samples: Share and Warrant Purchase Agreement (Globus Maritime LTD), Share and Warrant Purchase Agreement (Globus Maritime LTD), Share and Warrant Purchase Agreement (Globus Maritime LTD)
No Integration. The Neither the Company has notnor any Subsidiary has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the sale of the Subject Shares sold pursuant to this Agreement in a manner that would require the registration of the Subject Shares under the Securities Act.
Appears in 3 contracts
Samples: Share Subscription Agreement (Yandex N.V.), Share Subscription Agreement (Yandex N.V.), Share Subscription Agreement (Yandex N.V.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities 1933 Act) which ), that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares such securities under the Securities Act0000 Xxx.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Duggan Robert W), Securities Purchase Agreement (Summit Therapeutics Inc.), Securities Purchase Agreement (Summit Therapeutics Inc.)
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities Act) which that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Clayton Williams Energy Inc /De), Common Stock Subscription Agreement (Goodrich Petroleum Corp)
No Integration. The Company has and its subsidiaries have not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 2 contracts
Samples: Share Purchase Agreement (Wave Life Sciences Ltd.), Share Purchase Agreement (Wave Life Sciences Ltd.)
No Integration. The Neither the Company nor any of its affiliates has not, directly or through any agent, indirectly sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, of any security “security” (as defined in the Securities Act) which is that is, or will be would be, integrated with the Shares sold pursuant to this Agreement sale of any of the Securities or Placement Agent Securities in a manner that would require the registration of the Shares under the Securities ActAct of any of the Securities or Placement Agent Securities.
Appears in 2 contracts
Samples: Placement Agency Agreement (CTD Holdings Inc), Placement Agency Agreement (Longfin Corp)
No Integration. The Company has not, directly or through any agentindirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which which, to its knowledge, is or will be integrated with the Sale Shares sold pursuant to this Agreement in a manner under circumstances that would require the registration of the Sale Shares under the Securities Act.
Appears in 2 contracts
Samples: Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (MakeMyTrip LTD)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is ), that is, will be or will would be integrated with the Shares sold issuance and sale of the Securities contemplated by this Agreement pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Chicago Pacific Founders UGP, LLC), Securities Purchase Agreement (P3 Health Partners Inc.)
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities ActAct of 1933, as amended) which that is or will be integrated with the Shares sold pursuant to this Agreement sale of the Purchased Securities in a manner that would require the registration of the Shares under the Securities Act.
Appears in 2 contracts
Samples: Common Stock Subscription Agreement (Water on Demand, Inc.), Common Stock Subscription Agreement (Atelier Meats Corp.)
No Integration. The Neither the Company has notnor any of its subsidiaries has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, of any security “security” (as defined in the Securities Act) which that is or will be integrated with the sale of the Securities, the Conversion Shares sold pursuant to this Agreement or the Warrant Shares in a manner that would require the registration of the Shares under the Securities ActAct of the Securities, the Conversion Shares or the Warrant Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bearingpoint Inc), Securities Purchase Agreement (Bearingpoint Inc)
No Integration. The Neither the Company nor any of its affiliates has not, directly or through any agent, indirectly sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, of any security “security” (as defined in the Securities Act) which is that is, or will be would be, integrated with the sale of any of the Shares sold pursuant to this Agreement in a manner that would require the registration of the offering, issuance or sale of any of the Shares under the Securities Act.
Appears in 2 contracts
Samples: Placement Agency Agreement (Second Sight Medical Products Inc), Placement Agency Agreement (BriaCell Therapeutics Corp.)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the offering and sale of the Purchased Shares sold contemplated by this Agreement pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (ANTERO RESOURCES Corp)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration for purposes of the Shares Securities Act or any applicable stockholder approval provisions, including, without limitation, under the Securities Actrules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jounce Therapeutics, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, sale or solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which of the Company that is or will be integrated with the sale of the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the issuance of the Purchased Shares to the Investor under the Securities Act.
Appears in 1 contract
Samples: Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities Act) which that is or will is likely to be integrated with the issuance of the Exchange Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 1 contract
Samples: Exchange Agreement (Franklin BSP Realty Trust, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold pursuant to this Agreement offering and sale of the Securities in a manner that would require the registration of the Shares Securities under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 1 contract
Samples: ANTERO RESOURCES Corp
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act1000 Xxx) which that is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act1000 Xxx.
Appears in 1 contract
No Integration. The Neither the Company nor any of its affiliates has not, directly or through any agent, indirectly sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, of any security "security" (as defined in the Securities Act) which is that is, or will be would be, integrated with the Shares sold pursuant to this Agreement sale of any of the Securities in a manner that would require the registration of the Shares offering, issuance or sale of any of the Securities under the Securities Act.
Appears in 1 contract
Samples: Placement Agency Agreement (KWESST Micro Systems Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy buy, or otherwise negotiated in respect of, of any security (as defined in the Securities Act) which is or will be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intellia Therapeutics, Inc.)
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities Act) which that is or will is likely to be integrated with the sale of Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Benefit Street Partners Realty Trust, Inc.)
No Integration. The Neither the Company has notnor any other person acting on its behalf has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold pursuant to this Agreement sale of the Securities in a manner that would require the registration of the Shares Securities under the Securities Act, except that the Company makes no representation or warranty as to any Initial Purchaser or any affiliate thereof with respect to this Section 5(ii).
Appears in 1 contract
Samples: Dominos Inc
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares Purchased Stock sold pursuant to this Agreement in a manner that would require the registration of the Shares Purchased Stock under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Regeneron Pharmaceuticals Inc)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Purchased Shares sold pursuant to this Agreement in a manner that would require the registration of the Purchased Shares under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Caribou Biosciences, Inc.)
No Integration. The Neither the Company has notnor any of its Affiliates has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the Shares sold pursuant to this Agreement sale of the Securities in a manner that would require the registration of the Shares Securities or the Common Stock upon conversion thereof under the Securities Act.
Appears in 1 contract
Samples: Blockbuster Inc
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares shares sold pursuant to this Agreement Offering in a manner that would require the registration of the Shares Common Stock under the Securities Act.
Appears in 1 contract
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the Shares Securities sold pursuant to this Agreement in a manner that would require the registration of the Shares Securities under the Securities Act.
Appears in 1 contract
Samples: Subscription Agreement (Fortress Investment Group LLC)
No Integration. The Company has not, directly or through any agent, issued, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is ), that is, will be or will would be integrated with the Shares sold pursuant to this Agreement in a manner that would require the registration issuance and sale of the Shares under contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Amtrust Financial Services, Inc.)
No Integration. The Neither the Company has notnor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security “security” (as defined in the Securities Act) which that is or will is likely to be integrated with the sale of Purchased Shares sold pursuant to this Agreement or issuance of the Exchange Shares in a manner that would require the registration of the Shares under the Securities Act.
Appears in 1 contract
Samples: Purchase and Exchange Agreement (Benefit Street Partners Realty Trust, Inc.)
No Integration. The Company has not, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which ), that is or will be integrated with the sale of - 12 - ACTIVEUS 197300656v.12 the Shares sold pursuant to this Agreement in a manner that would require the registration of the Shares under the Securities Act.. 4.15
Appears in 1 contract
Samples: Stock Purchase Agreement (Neurocrine Biosciences Inc)
