Common use of Offering Materials Clause in Contracts

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the Shares, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent Agents to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the Shares, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Except for the Securities Filings, the Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoSecurities. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would reasonably be expected to subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares Securities other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the The Company nor any person acting on its behalf has not in the past or nor will it hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject result in the offer, issuance or initial sale of the Shares, as contemplated by this Agreement, to Shares not being exempt from the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares Securities other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent placement agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares Securities other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent Agents to sell, offer for sale or solicit offers to buy any securities of the Company which would reasonably be expected to subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares Securities other than the Private Placement Memorandum Disclosure Documents or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent placement agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not ------------------ distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the The Company has not nor any person acting on its behalf has in the past or will hereafter it take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject reasonably be expected to cause the offer, issuance offer or sale of the Shares, as contemplated by this Agreement, to not be exempted from the registration requirements provisions of Section 5 of the Securities Act.

Offering Materials. The Except for the Company Documents, the Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoShares. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the Shares, as contemplated by this Agreementthe Transaction Documents, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoShares. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the Shares, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not ------------------ distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the The Company has not nor any person acting on its behalf has in the past or will hereafter it take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, to within the registration requirements provisions of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoShares. Neither the The Company nor any person acting on its behalf has not in the past or nor will it hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, to within the registration requirements provisions of Section 5 of the Securities Act, unless such offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoDebentures and Warrants. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the SharesDebentures or Warrants, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Except for the SEC Filings, the Company has not distributed and will not distribute prior to the Closing Date to the Purchaser any offering material or material non-public information in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoShares. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the Shares, as Shares contemplated by this Agreement, Agreement to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares Securities other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which that would subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoSecurities. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which that would subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the The Company has not nor any person acting on its behalf has in the past or will hereafter it take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject reasonably 7 8 be expected to cause the offer, issuance offer or sale of the Shares, as contemplated by this Agreement, to be within the registration requirements provisions of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoShares. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the Shares, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and ------------------ will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent Agents to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the Shares, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares and Warrants other than the Private Placement Memorandum Public Filings or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the SharesShares and Warrants, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares Securities to the Purchaser other than the Private Placement Memorandum or any amendment or supplement theretoCompany Documents. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the SharesSecurities to the Purchaser, as 10 contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will ------------------ not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the The Company has not nor any person acting on its behalf has in the past or will hereafter it take any action independent of the Placement Agent Agents to sell, offer for sale or solicit offers to buy any securities of the Company which would subject bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, to within the registration requirements provisions of Section 5 of the Securities Act.

Offering Materials. The Company Each of the Company, its directors and officers has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement theretoShares. Neither the The Company nor any person acting on its behalf has not in the past or nor will it hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject that could result in the offer, issuance or initial sale of the Shares, as contemplated by this Agreement, to Shares not being exempt from the registration requirements of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the The Company nor any person acting on its behalf has not in the past or nor will it hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would subject bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, to within the registration requirements provisions of Section 5 of the Securities Act.

Offering Materials. The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares Securities other than the Private Placement Memorandum or any amendment or supplement thereto. Neither the Company nor any person acting on its behalf has in the past or will hereafter take any action independent of the Placement Agent Agents to sell, offer for sale or solicit offers to buy any securities of the Company which would subject the offer, issuance or sale of the SharesSecurities, as contemplated by this Agreement, to the registration requirements of Section 5 of the Securities Act.