Offering of the Preferred Shares. Neither the Company nor -------------------------------- any person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Preferred Shares or any security of the Company similar to the Preferred Shares has offered the Preferred Shares or any such similar security for sale to, or solicited any offer to buy the Preferred Shares or any such similar security from, or otherwise approached or negotiated with respect thereto with, any person or persons, and neither the Company nor any person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance or sale of any security of the Company under circumstances which might require the integration of such security with Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act") or the rules and regulations of the Commission thereunder), in either case so as to subject the offering, issuance or sale of the Preferred Shares to the registration provisions of the Securities Act.
Offering of the Preferred Shares. Neither the Company nor any person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Preferred Shares or any security of the Company similar to the Preferred Shares has offered the Preferred Shares or any such similar security for sale to, or solicited any offer to buy the Preferred Shares or any such similar security from, or otherwise approached or negotiated with respect thereto with, any person or persons, and neither the Company nor any person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance or sale of any security of the Company under circumstances which might require the integration of such security with Preferred Shares under the Securities Act or the rules and regulations of the Commission thereunder), in either case so as to subject the offering, issuance or sale of the Preferred Shares to the registration provisions of the Securities Act.
Offering of the Preferred Shares. Assuming the accuracy of the Purchaser's representations and warranties set forth in Article III hereof, the Company has complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Preferred Shares and any Dividend Shares and, upon conversion thereof, the issuance and delivery of the Conversion Shares. Neither the Company nor any Person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Preferred Shares, the Dividend Shares and the Conversion Shares or any security of the Company similar to the Preferred Shares, the Dividend Shares or the Conversion Shares has offered the Preferred Shares, the Dividend Shares, the Conversion Shares or any such similar security for sale to, or solicited any offer to buy the Preferred Shares, the Dividend Shares, the Conversion Shares or any such similar security from, or otherwise approached or negotiated with respect thereto with, any Person or Persons other than the Purchaser. Neither the Company nor any Person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance or sale of any security of the Company under circumstances which might require the integration of such security with the Preferred Shares, the Dividend Shares or the Conversion Shares under the Securities Act or the rules and regulations of the Commission promulgated thereunder), in either case so as to subject the offering, issuance or sale of the Preferred Shares, the Dividend Shares and the Conversion Shares to the registration provisions of the Securities Act. Neither the Company nor any Person acting on its behalf has offered the Preferred Shares or the Conversion Shares to any Person by means of general or public solicitation or general or public advertising, such as by newspaper or magazine advertisements, by broadcast media, or at any seminar or meeting whose attendees were solicited by such means.
Offering of the Preferred Shares. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Article III hereof, the Company has complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Preferred Shares and, upon conversion thereof, the issuance and delivery of the Conversion Shares.
Offering of the Preferred Shares. Neither the Company nor any person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Preferred Shares or any security of the Company similar to the Preferred Shares has offered the Preferred Shares or any such similar security for sale to, or solicited any offer to buy the Preferred Shares or any such similar security from, or otherwise approached or negotiated with respect thereto with, any person or persons, and neither the Company nor any person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance or sale of any security of the Company under circumstances which would require the integration of such offer, issuance or sale with the offer, issuance and sale of the Preferred Shares pursuant to this Agreement under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) thereunder), in either case so as to preclude reliance upon an exemption from the registration requirements of the Securities Act for the offering, issuance or sale of the Preferred Shares or so as to preclude reliance upon an exemption from the prospectus requirements of any applicable Canadian securities laws.
Offering of the Preferred Shares. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article III hereof, and the accuracy of the representations and warranties of the purchasers under the Securities Purchase Agreements with the Company, dated as of March 6, 2002 and June 28, 2002, neither the Company nor any Person acting on the Company's behalf has taken or will take any action (including but not limited to, any offer, issuance or sale of any securities of the Company under circumstances which might require the integration of such transactions with the sale of the Preferred Shares under the Securities Act or the rules and regulations of the SEC thereunder) which would require the offering, issuance or sale of the Preferred Shares to the Purchasers (but not including the resale thereof) pursuant to this Agreement to be registered under the Securities Act.
Offering of the Preferred Shares. The Company has not, directly or -------------------------------- indirectly, solicited any other offer to buy or offered to sell, and will not, directly or indirectly, solicit any other offer to buy or offer to sell, any security which is or would be integrated with the sale of the Preferred Shares in a manner that would require the Preferred Shares to be registered under the Securities Act.
Offering of the Preferred Shares. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article III hereof, neither the Company nor any Person acting on the Company's behalf has taken or will take any action (including but not limited to, without limitation, any offer, issuance or sale of any securities of the Company under circumstances which might require the integration of such transactions with the sale of the Preferred Shares under the Securities Act or the rules and regulations of the SEC thereunder) which would require the offering, issuance or sale of the Preferred Shares to the Purchasers (but not including the resale thereof) pursuant to this Agreement to be registered under the Securities Act.
Offering of the Preferred Shares. Neither the Company nor any person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Preferred Shares or any security of the Company similar to the Preferred Shares has offered the Preferred Shares or any such similar security for sale to, or
Offering of the Preferred Shares. Neither the Company nor any Person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Series B Preferred Shares or any security of the Company similar to the Series B Preferred Shares has offered the Series B Preferred Shares or any such similar security for sale to, or solicited any offer to buy the Series B Preferred Shares or any such similar security from, or otherwise approached or negotiated with respect thereto with, any Person or Persons, and neither the Company nor any Person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance or sale of any security of the Company under circumstances which might require the integration of such security with Series B Preferred Shares under the Securities Act or any other Applicable Law), in either case so as to subject the offering, issuance or sale of the Series B Preferred Shares to the registration provisions of the Securities Act or any other Applicable Law. Subject in part to the truth and accuracy of each Purchaser’s representations and warranties set forth in Section 4 of this Agreement, the offer, sale and issuance of the Series B Preferred Stock as contemplated by this Agreement and the Conversion Shares are exempt from the registration requirements of any Applicable Law, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
