Common use of Offering of the Preferred Shares Clause in Contracts

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, upon conversion thereof, the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof). 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 Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) or any security of the Company similar to the Preferred Shares or the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) has offered the Preferred Shares, the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) or any such similar security for sale to, or solicited any offer to buy the Preferred Shares, the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) or any such similar security from, or otherwise approached or negotiated with respect thereto with, any Person or Persons other than the Purchasers. 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 the offering or sale of such security with the Preferred Shares or the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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 and the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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 and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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’ 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, the Warrant and the Dividend Shares and, upon conversion thereofof the Preferred Shares and exercise of the Warrant, the issuance and delivery of the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof)Warrant Shares, respectively. 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, the Warrant, the Conversion Shares and the Warrants (and Series B-1 Warrant Shares issuable upon exercise thereof) or any security of the Company similar to the Preferred Shares, the Dividend Shares, the Warrant, the Conversion Shares or the Conversion Warrant Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) has offered the Preferred Shares, the Dividend Shares, the Warrant, the Conversion Shares, the Warrant Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) or any such similar security for sale to, or solicited any offer to buy the Preferred Shares, the Dividend Shares, the Warrant, the Conversion Shares, the Warrant Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) or any such similar security from, or otherwise approached or negotiated with respect thereto with, any Person or Persons other than the PurchasersPurchaser. 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 the offering or sale of such security with the Preferred Shares, the Dividend Shares, the Warrant, the Conversion Shares or the Conversion Warrant Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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 and Shares, the Dividend Shares, the Warrant, the Conversion Shares and the Warrants (and Series B-1 Warrant Shares issuable upon exercise thereof) to the registration provisions of the Securities Act. Neither the Company nor any Person acting on its behalf has offered the Preferred Shares, the Dividend Shares, the Warrant, the Conversion Shares or the Conversion Warrant Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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’ 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 SharesShares and any Dividend Shares and, upon conversion thereof, the issuance and delivery of the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof)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 Conversion Dividend Shares and the Warrants (and Series B-1 Conversion Shares issuable upon exercise thereof) or any security of the Company similar to the Preferred Shares, the Dividend Shares or the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) has offered the Preferred Shares, the Dividend Shares, the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) or any such similar security for sale to, or solicited any offer to buy the Preferred Shares, the Dividend Shares, the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) or any such similar security from, or otherwise approached or negotiated with respect thereto with, any Person or Persons other than the PurchasersPurchaser. 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 the offering or sale of such security with the Preferred Shares, the Dividend Shares or the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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 and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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 and the Warrants (and Series B-1 Shares issuable upon exercise thereof) 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.