Common use of Private Offering Clause in Contracts

Private Offering. Neither the Company nor anyone acting on its behalf has offered any of the Stock or similar securities for issuance or sale to, or solicited any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Stock subject to registration requirements of Section 5 of the Securities Act.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Printcafe Inc), Preferred Stock Purchase Agreement (Printcafe Software Inc), Preferred Stock Purchase Agreement (Printcafe Inc)

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Private Offering. Neither the Company nor anyone acting on its behalf has offered will offer any securities of the Stock or similar securities Company for issuance or sale to, or solicited solicit any offer to acquire any of the same from, anyone any person or entity so as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Seragen Inc), Stock Purchase Agreement (Lilly Eli & Co), Stock Purchase Agreement (Ophidian Pharmaceuticals Inc)

Private Offering. Neither The Company agrees that neither the Company nor anyone acting on its behalf has offered will offer any of the Stock Shares or any similar securities for issuance or sale to, or solicited solicit any offer offering to acquire any of the same from, anyone so as to make the sale and issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

Appears in 5 contracts

Samples: Preferred Stock Purchase Agreement (Netratings Inc), Preferred Stock Purchase Agreement (Netratings Inc), Common Stock Purchase Agreement (Netratings Inc)

Private Offering. Neither The Company agrees that neither the Company nor anyone acting on its behalf has offered will offer the Notes or any of the Stock or similar securities for issuance or sale to, or solicited solicit any offer to acquire any of the same from, anyone or take any other action so as to make the issuance and sale of the Stock Notes subject to the registration requirements of Section 5 of the Securities Act.

Appears in 4 contracts

Samples: Note Purchase Agreement (Positron Corp), Note Purchase Agreement (Positron Corp), Note Purchase Agreement (Positron Corp)

Private Offering. Neither The Company agrees that neither the Company nor anyone acting on its behalf has offered will offer any of the Stock Shares or any similar securities for issuance or sale to, or solicited solicit any offer to acquire any of the same from, anyone or take any other action so as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Adknowledge Inc), Series E Preferred Stock Purchase Agreement (Concur Technologies Inc), Preferred Stock Purchase Agreement (Concur Technologies Inc)

Private Offering. Neither the Company nor anyone acting on its behalf has offered any securities of the Stock or similar securities Company for issuance or sale to, or solicited any offer to acquire any of the same from, anyone any person or entity so as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended ("Securities Act").

Appears in 3 contracts

Samples: Stock Purchase Agreement (Ophidian Pharmaceuticals Inc), Stock Purchase Agreement (Ophidian Pharmaceuticals Inc), Stock Purchase Agreement (Ophidian Pharmaceuticals Inc)

Private Offering. Neither The Company agrees that neither the Company nor anyone acting authorized to act on its behalf has offered will offer the Securities or any of the Stock part thereof or any similar securities for issuance or sale to, or solicited solicit any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Stock Securities subject to the registration requirements of Section 5 of the Securities Act.

Appears in 3 contracts

Samples: Note and Restricted Stock Purchase Agreement (CelLynx Group, Inc.), Subscription Agreement (Neonode, Inc), Subscription Agreement (Novint Technologies Inc)

Private Offering. (a) Neither the Company nor anyone acting on its behalf has offered any of shall offer the Stock or similar securities Shares for issuance issue or sale to, or solicited solicit any offer to acquire any of the same from, anyone so as to make bring the issuance and sale of such Shares within the Stock subject to registration requirements provisions of Section 5 of the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Micro Investment LLC), Securities Purchase Agreement (Micro Therapeutics Inc)

Private Offering. Neither The Company agrees that neither the Company nor ---------------- anyone acting on its behalf has offered will offer any of the Stock Shares or any similar securities for issuance or sale to, or solicited solicit any offer to acquire any of the same from, anyone so in such a way as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (2bridge), Restricted Stock Purchase Agreement (2bridge)

Private Offering. Neither the Company nor nor, to the Company's best knowledge, anyone acting on its behalf has offered any securities of the Stock or similar securities Company for issuance or sale to, or solicited any offer to acquire any of the same from, anyone any person or entity so as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended ("Securities Act").

Appears in 2 contracts

Samples: Stock Purchase Agreement (Seragen Inc), Stock Purchase Agreement (Lilly Eli & Co)

Private Offering. Neither the The Company agrees that neither it nor anyone acting on its behalf has offered or will offer the Purchased Shares or the Underlying Common Stock, or any of the Stock part thereof, or any similar securities for issuance issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, anyone so as to make bring the issuance and sale of the Stock subject to registration requirements Purchased Shares within the provisions of Section 5 of the Securities Act.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Nuco2 Inc /Fl), Preferred Stock Purchase Agreement (Nuco2 Inc /Fl)

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Private Offering. Neither the Company nor anyone acting on its behalf has offered any of the Stock Shares or any similar securities for issuance or sale to, or solicited any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities 1933 Act.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Corixa Corp)

Private Offering. Neither The Company agrees that neither the Company nor anyone acting on its behalf has offered will offer any of the Stock Shares or any similar securities for issuance or sale to, or solicited solicit any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

Appears in 1 contract

Samples: Information and Registration Rights Agreement (Microcide Pharmaceuticals Inc)

Private Offering. Neither the Company Company, nor anyone acting on its behalf has offered any of the Stock Preferred Shares or any similar securities for issuance or sale to, or solicited any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Stock Preferred Shares or the transfer and sale of the Common Shares subject to the registration requirements of Section 5 of the Securities Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eroomsystem Technologies Inc)

Private Offering. Neither the Company Company, either Shareholder, nor anyone acting on its or his behalf has offered any of the Stock Shares or any similar securities for issuance or sale to, or solicited any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Stock Preferred Shares or the transfer and sale of the Common Shares subject to the registration requirements of Section 5 of the Securities Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tomax Corp)

Private Offering. Neither the Company nor anyone acting on its behalf has offered any of the Stock Shares or any similar securities for issuance or sale to, or solicited any offer to acquire any of the same from, anyone so as to make the issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the "Securities Act").

Appears in 1 contract

Samples: Stock Purchase Agreement (Exelixis Inc)

Private Offering. Neither The Company agrees that neither the Company nor ---------------- anyone acting on its behalf has offered will offer any of the Stock Shares or any similar securities for issuance or sale to, or solicited solicit any offer offering to acquire any of the same from, anyone so as to make the sale and issuance and sale of the Stock Shares subject to the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (TVN Entertainment Corp)

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