Common use of Offering of the Preferred Shares Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase Agreement (CCBN Com), Purchase Agreement (CCBN Com)

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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.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Adolor Corp), Convertible Preferred Stock Purchase Agreement (Adolor Corp)

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.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Adolor Corp)

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 Shares, or any security of the Company similar to the Preferred Shares 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 personspersons so as to subject the offering, issuance or sale of the Preferred Shares to the registration provisions of the Securities Act; 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.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Bailey Co L P)

Offering of the Preferred Shares. Neither the Company nor any -------------------------------- person authorized or employed by the Company as agent, 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 Securities and Exchange Commission (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.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Avalon Pharmaceuticals Inc)

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 Securities and Exchange Commission (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.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Ipec Holdings Inc)

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 Shares, or any security of the Company similar to the Preferred Shares 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 personspersons so as to subject the offering, issuance or sale of the Preferred Shares to the registration provisions of the Securities Act; 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.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Good Times Restaurants Inc)

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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.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Adolor Corp)

Offering of the Preferred Shares. Neither the Company Company, any Subsidiary nor any -------------------------------- person authorized or employed by the Company or any Subsidiary nor, to the knowledge of the Company after reasonable inquiry, any Joint Venture, as agent, broker, dealer or otherwise in connection with the offering or sale of the Purchaser Preferred Shares or any security of the Company similar to the Purchaser Preferred Shares has offered the Purchaser Preferred Shares or any such similar security for sale to, or solicited any offer to buy the Purchaser 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, any Subsidiary nor, to the knowledge of the Company after reasonable inquiry, any Joint Venture, nor any person acting on its behalf any of their behalves 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 Purchaser 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 Purchaser Preferred Shares to the registration provisions requirements of the Securities Act.

Appears in 1 contract

Samples: Purchase and Option Agreement (Bentley Systems Inc)

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.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Adolor Corp)

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