Common use of Offerees Clause in Contracts

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.