Offerees. The Corporation has not, either directly or through any agent, offered any Common Stock, Series G Preferred Stock, or other securities convertible into Common Stock, Series G Preferred Stock, or any security or securities similar to any thereof, for sale to, or solicited any offers to buy any Common Stock, Series G Preferred Stock, or other securities convertible into Common Stock, Series G Preferred Stock, or any such similar security or securities from, or otherwise approached or negotiated in respect thereof with, any person or entity other than the Investors.
Offerees. Neither the Company nor anyone acting on its behalf has in the past or will hereafter sell, offer for sale, or solicit offers to buy any securities of the Company so as to bring the offer, issuance, or sale of the Shares to the Investor, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act.
Offerees. Neither the Company nor anyone acting on its behalf has in the past or will in the future sell, offer for sale or solicit offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Preferred Shares, the Conversion Shares or the shares of Diluted Preferred Stock, as contemplated by this Agreement within the provisions of Section 5 of the Securities Act, unless such offer, issuance or sale was within the exemptions of Section 4 thereof. The Company has and will comply with all applicable state "blue-sky" or other applicable securities laws in connection with the issuance and sale of its Common Stock, Preferred Shares, and other securities heretofore issued and to be issued upon the Closing. The Company has in the past complied with all applicable federal and state securities laws in connection with the offer, solicitation of offers and sales of its securities.
Offerees. Neither the Company nor anyone acting on its behalf has sold, offered or solicited offers to buy any securities of the Company so as to bring the offer, issuance or sale of the Series C Shares or the Conversion Shares, as contemplated by this Agreement, within the provisions of Section 5 of the 1933 Act, unless such offer, issuance or sale was within the exemptions of the 1933 Act. Assuming the accuracy of the representations of the Purchaser in Section 4 below, the Company has complied with all Securities Laws in connection with the issuance and sale of the Series C Shares.
Offerees. Neither the Company nor anyone acting on its behalf has in the past sold, offered for sale or solicited offers to buy any capital stock of the Company from any person or organization other than the Purchasers so as to bring the offer, issuance or sale of the Securities, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act. Based in part upon, and subject to the truth and accuracy of, the Purchasers’ representations in Section 4, the offer, sale and issuance of the Securities pursuant to this Agreement will constitute a transaction exempt from the registration requirements of Section 5 of the Securities Act and all applicable state securities laws by virtue of Section 4(2) promulgated thereunder. The Company has complied and will comply with all applicable state securities laws in connection with the issuance and sale of the Securities or any other securities.
Offerees. Except as set forth in Schedule 4.25, during the six months prior to the date of this Agreement, the Corporation has not, either directly or through any agent, offered any Common Stock, warrants, Series F Preferred Stock or other securities convertible into Common Stock, Series F Preferred Stock or any security or securities similar to any thereof, for sale to, or solicited any offers to buy any Common Stock, warrants, Series F Preferred Stock or other securities convertible into Common Stock, Series F Preferred Stock or any such similar security or securities from, or otherwise approached or negotiated in respect thereof with, any person or entity other than the Investors and a limited number of institutional or sophisticated investors.
Offerees. The Company represents that neither the Company nor any Person acting as its agent, broker, dealer or otherwise in connection with the offering or sale of the Preferred Stock has, either directly or through any agent, offered any of the Preferred Stock or any similar securities for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated in respect thereof with, any Person or Persons other than the Purchaser. The Company agrees that neither it nor any agent will on behalf of it, sell or offer any of the Preferred Stock or any similar securities to, or solicit offers to buy any thereof from, or otherwise approach or negotiate in respect thereof with, any other Person or Persons whomsoever, or take any other action, so as to bring the issuance and sale of the Preferred Stock within the provisions of Section 5 of the Securities Act or the provisions of any state securities law requiring registration of securities, notification of the issuance and sale thereof or confirmation of the availability of any exemption from registration thereof.
Offerees. The Partnership represents that neither it nor Xxxxxx, Read & Co. Inc. (which is the only Person authorized to act as agent, broker, dealer or otherwise in connection with the offering or sale of the Notes or similar securities of the Partnership) has, either directly or through any agent, offered any of the Notes or similar securities for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated in respect thereof with, any Person or Persons other than you, the Other Purchasers and not more than 80 other Institutional Investors and each of the foregoing was offered the right to purchase Notes at private sale for investment. The Partnership agrees that neither it nor any agent on its behalf will sell or offer any of the Notes or similar securities to, or solicit offers to buy any thereof from, or otherwise approach or negotiate in respect thereof with, any other Person or Persons whomsoever, or take any other action, so as to bring the issuance and sale of the Notes within the provisions of Section 5 of the Securities Act.
Offerees. During the six months prior to the date of this Agreement, the Corporation has not, either directly or through any agent, offered any Common Stock, Series C-1 Preferred Stock or other securities convertible into Common Stock, Series C-1 Preferred Stock or any security or securities similar to any thereof, for sale to, or solicited any offers to buy any Common Stock, Series C-1 Preferred Stock or other securities convertible into Common Stock, Series C-1 Preferred Stock or any such similar security or securities from, or otherwise approached or negotiated in respect thereof with, any person or entity other than the Investor and a limited number of institutional or sophisticated investors.
Offerees. If the Corporation does not accept an Offer with respect to all Securities Subject to the Offer within the 30 day period specified in Section 4.1 above, the Corporation shall notify the other Offerees of such fact and furnish each of the other Offerees with all material information in the Corporation's possession (including a copy of any Acquisition Proposal, if applicable). Each of the other Offerees shall have the right, for 30 days following the later of (x) the expiration of the 30-day period described in Section 4.1 or (y) the date such Offeree receives the notice from the Corporation described above, to accept the Offer with respect to (i) a number of shares unanimously agreed upon by all Securityholders, or (ii) in the absence of any such agreement, a fraction of the Securities Subject to the Offer equal to the number of shares of Common Stock held by such Offeree electing to purchase shares pursuant to the Offer divided by the number of shares of Common Stock held by all Securityholders electing to purchase shares pursuant to the Offer. For purposes of determining each Securityholder's proportionate rights under Section 4.2(ii), the number of shares of Common Stock held by any Securityholder shall be deemed to include the number of shares of Common Stock to which such Securityholder would be entitled upon the exercise thereby of any Warrants owned by such Securityholder. In the event less than all of the Securities Subject to the Offer are purchased according to the allocation set forth above in this Section 4.2, such allocation methodology shall be repeated as many times as is necessary until all Securities Subject to the Offer have been allocated.
