Common use of No Integrated Offering Clause in Contracts

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities ActAct or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Purchased Securities under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance by prevent the Company on Section 4(a)(2) for the exemption parties hereto from registration for consummating the transactions contemplated hereby or would require pursuant to an exemption from registration of the Shares under the Securities Act pursuant to the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the Securities Act, assuming the accuracy of the representations and warranties herein contained of each Purchaser.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor Company, nor, to its knowledge, any of its Affiliates, nor any affiliates or other Person acting on its or their the Company’s behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance cause the Offering of the Securities to be integrated with prior offerings by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration purposes of the Shares under Securities Act, when integration would cause the Offering not to be exempt from the registration requirements of Section 5 of the Securities Act.

No Integrated Offering. Neither of the Company nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Convertible Debentures, the Warrants, the Warrant Shares or the Conversion Shares under the Securities Act or cause this offering of the Convertible Debentures, the Warrants, the Warrant Shares or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities ActAct or would be integrated under the Nasdaq Marketplace Rules.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its AffiliatesCompany, nor any Person affiliate of the Company, nor, to the Company’s knowledge any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance cause this Offering to be integrated with prior offerings by the Company on Section 4(a)(2) for in such a manner that would subject this Offering to the exemption from registration for the transactions contemplated hereby or would require registration requirements of the Shares under section 5 of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliatesaffiliates, nor any Person person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.

No Integrated Offering. Neither of the Company nor or any of its Affiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, Subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Purchased Securities under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities ActAct or would be integrated under the Nasdaq Marketplace Rules.

No Integrated Offering. Neither of the Company nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Regulation D, Regulation S or Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person individual or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any Company security or solicited any offers offerers to buy any security, security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities being offered hereby under the Securities ActAct or cause this offering of Securities to be integrated with any prior offering of the Company for purposes of the Securities Act or any applicable shareholder approval provisions.

No Integrated Offering. Neither the Company nor any of its Affiliates, Subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security of the Company security or solicited any offers to buy any securitysecurity of the Company, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, Subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Closing Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company Company, nor any of its AffiliatesSubsidiaries or affiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, other than pursuant to this Agreement, under circumstances that would adversely affect reliance by require the Company on Section 4(a)(2) for offering of such other securities to be integrated with the exemption from registration for the transactions contemplated hereby or would require registration shares of the Shares Common Stock to be issued under the Securities Actthis Agreement.

No Integrated Offering. Neither the Company nor any of its Affiliates, Affiliates nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance by prevent the Company on Section 4(a)(2) for the exemption parties hereto from registration for consummating the transactions contemplated hereby or would require pursuant to an exemption from registration of the Shares under the Securities Act.Act pursuant to the provisions of Regulation D.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Regulation D or Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the any Shares under the Securities ActAct or would be integrated under the NASDAQ Marketplace Rules.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(23(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its ---------------------- Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration under the 1933 Act of the offer and sale of the Shares under the Securities Actpursuant to this Agreement.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, including, without limitation, the Convertible Notes, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, Company security under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from the registration requirements imposed under Section 5 of the Securities Act for the transactions contemplated hereby by this Agreement or the other Transaction Documents or would require such registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiary nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor nor, to the knowledge of the Company, any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, or otherwise taken any action or abstained from taking any action, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) and/or Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither None of the Company nor Company, any of its Affiliates, nor subsidiaries or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any securitysecurity of the Company or any of its subsidiaries, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company or any of its subsidiaries for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Placement Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Purchased Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf hasbehalf, has directly or indirectly, indirectly made any offers or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance by prevent the Company on Section 4(a)(2) for the exemption parties hereto from registration for consummating the transactions contemplated hereby or would require pursuant to an exemption from registration of the Shares under the Securities Act.Act pursuant to the provisions of Regulation D. 4.16

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares under the Securities Act or cause this offering of the Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares offer or sale of the Securities to the Investors under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the First Closing Shares or the Second Closing Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Closing Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, Subsidiary nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company Company, Parent nor any of its their respective Affiliates, nor any Person acting on its or any of their behalf has, directly or indirectly, made any offers or sales of any Company or Parent security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company and Parent on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, other than pursuant to this Agreement, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Common Stock under the Securities Act.. SECTION 5

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Placement Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiary nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither of the Company Company, nor any of its Affiliates, affiliates nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, including, without limitation, the Convertible Notes, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, affiliates nor any Person person acting on its or their behalf has, directly or indirectly, at any time since June 1, 1999, made any offers offer or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance by eliminate the Company on Section 4(a)(2) for availability of the exemption from registration for under Section 4(2) of the transactions contemplated hereby or would require registration Securities Act in connection with the offer and sale of the Shares under the Securities Actas contemplated hereby.

No Integrated Offering. Neither the Company nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Notes, the Warrants, the Conversion Shares, the Payment Shares or the Warrant Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Common Shares under the Securities Act.

No Integrated Offering. Neither of the Company nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Regulation D, Regulation S or Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance cause this offering of the Shares to be integrated with prior offerings by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration purposes of the Shares Securities Act or any applicable shareholder approval provisions, including, without limitation, under the Securities Actrules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Placement Securities under the Securities 1933 Act.

No Integrated Offering. Neither None of the Company nor Company, any of its Affiliates, nor affiliates or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares Warrants under the Securities ActAct or cause this offering of the Warrants to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions, including under the rules and regulations of the Principal Market.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.

No Integrated Offering. Neither None of the Company nor Company, the Seller or any of its their respective Affiliates, nor any Person acting on its or their behalf of any them has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Purchased Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby hereby, or would require registration of the Shares Securities under the Securities 1933 Act, or would require a Shareholder vote under applicable Nasdaq rules.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act1933 Xxx.

No Integrated Offering. Neither Except as otherwise permitted in this Agreement, none of the Company nor Company, its Subsidiaries or any of its Affiliatestheir Affiliates (as defined below) or, nor to the Knowledge of the Company, any Person acting on its or their behalf behalf, has, directly or indirectly, made any offers offer or sales sale of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of any of the Purchase Shares under the Securities Act, whether through integration with prior offerings or otherwise.

No Integrated Offering. Neither the Company nor any of its ---------------------- Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act0000 Xxx.

No Integrated Offering. Neither the Company nor any of its Affiliatesnor, nor to the Company’s knowledge, any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) under the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its AffiliatesCompany, nor any Person affiliate of the Company, nor, to the Company’s knowledge any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance cause this offering of the Shares to be integrated with prior offerings by the Company on Section 4(a)(2) for in such a manner that would subject this offering to the exemption from registration for the transactions contemplated hereby or would require registration requirements of the Shares under section 5 of the Securities Act.

No Integrated Offering. Neither of the Company nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Acthereby.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, subsidiaries nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions transaction contemplated hereby or would require registration of the Shares Purchased Stock under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Company Securities under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.

No Integrated Offering. Neither of the Company nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any securityCompany security (as defined in the Securities Act), under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor nor, to the Company's knowledge, any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security of the Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from the registration requirements imposed under Section 5 of the Securities Act for the transactions contemplated hereby or that would require such registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliatesaffiliates, nor any Person person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.

No Integrated Offering. Neither the Company nor any of its AffiliatesCompany, nor to the knowledge of the Company, any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor to its knowledge any Person person acting on its or their behalf (other than the Investors, as to whom the Company makes no representation) has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act0000 Xxx.

No Integrated Offering. Neither the Company nor its subsidiaries nor any of its Affiliates, nor any Person acting on its or their behalf Affiliates has, directly or indirectly, made made, or will make, any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and Rule 506(b) of Regulation D thereunder for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act0000 Xxx.

No Integrated Offering. Neither the Company Acquiror nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company Acquiror security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company Acquiror on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Notes under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities 1933 Act.. EXHIBIT 6

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, at any time within the past six months, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Units under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor Company, nor, to its knowledge, any of its Affiliates, nor any Person affiliates or other person acting on its or their the Company’s behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, security under circumstances that would adversely affect reliance cause the Offering of the Securities to be integrated with prior offerings by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration purposes of the Shares under Securities Act, when integration would cause the Offering not to be exempt from the registration requirements of Section 5 of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) or Rule 506 of Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company Company, nor any of its Affiliatesaffiliates, nor to its knowledge any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2(i) for the exemption from registration for the transactions contemplated hereby or would require registration of the Notes or the Common Shares under the Securities Act; and (ii) would be integrated with the offering of the Notes under either the Act or the Rules of any Approved Market limiting the amount of capital stock that may be issued without stockholder approval.

No Integrated Offering. Neither of the Company nor any of its Affiliates, nor or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any securitysecurity of the Company or any of its Subsidiaries, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for of the exemption from registration for the transactions contemplated hereby Securities Act or would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company or any Person acting on its behalf for purposes of the Securities Act.

No Integrated Offering. Neither the Company nor any of its Affiliatesaffiliates, nor any Person person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Warrant Shares under the Securities 1933 Act.

No Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf (including the Placement Agent) has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(24(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares Securities under the Securities Act.