Common use of Offering Materials Clause in Contracts

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 17 contracts

Samples: Offshore Securities Subscription Agreement (Management Technologies Inc), Offshore Securities Subscription Agreement (Management Technologies Inc), Offshore Securities Subscription Agreement (Management Technologies Inc)

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Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the that Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 6 contracts

Samples: Offshore Securities Subscription Agreement (Princeton Media Group Inc), Offshore Securities Subscription Agreement (American International Petroleum Corp /Nv/), Securities Subscription Agreement (American International Petroleum Corp /Nv/)

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v2(v) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the Securities are registered under the 1933 Act and any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.foregoing and in accordance with 902(h)(2)

Appears in 3 contracts

Samples: Offshore Securities Subscription Agreement (Preiss Byron Multimedia Co Inc), Offshore Securities Subscription Agreement (Preiss Byron Multimedia Co Inc), Offshore Securities Subscription Agreement (Preiss Byron Multimedia Co Inc)

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v2(v) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the that Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 2 contracts

Samples: Offshore Securities Subscription Agreement (Antares Resources Corp), Offshore Securities Subscription Agreement (CTC Cosmetics Holdings Co Inc)

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v2(a) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the that Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 2 contracts

Samples: Offshore Securities Subscription Agreement (Silverado Foods Inc), Offshore Securities Subscription Agreement (Silverado Foods Inc)

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 1 contract

Samples: Offshore Securities Subscription Agreement (American International Petroleum Corp /Nv/)

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities Debentures prior to the expiration of the Restricted Period referred to in Section 2(a)(v) hereof shall include statements to the effect that the Securities Debentures have not been registered under the 1933 Act or applicable state securities laws, and that neither BuyerPurchaser, nor any direct or indirect purchaser of the Securities Debentures from BuyerPurchaser, may directly or indirectly offer or sell the Securities Debentures in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the Securities Debentures are registered under the 1933 Act and any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the SecuritiesDebentures, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the SecuritiesDebentures, and (3) in any advertisement made or issued by Seller, BuyerPurchaser, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. 10.

Appears in 1 contract

Samples: Offshore Securities Subscription Agreement (Trans Energy Inc)

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Offering Materials. All offering materials and documents ------------------ used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v2(a) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the that Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 1 contract

Samples: Offshore Securities Subscription Agreement (Silverado Foods Inc)

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v2(v) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither Buyer, nor any direct or indirect purchaser of the Securities from Buyer, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the that Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, Buyer, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 1 contract

Samples: Securities Subscription Agreement (Buchanan Partners LTD)

Offering Materials. All offering materials and documents used in ------------------ connection with offers and sales of the Securities prior to the expiration of the Restricted Period referred to in Section 2(a)(v) hereof shall include statements to the effect that the Securities have not been registered under the 1933 Act or applicable state securities laws, and that neither BuyerPurchaser, nor any direct or indirect purchaser of the Securities from BuyerPurchaser, may directly or indirectly offer or sell the Securities in the United States or to or for the account or benefit of U.S. Persons (other than distributors) unless the Securities are registered under the 1933 Act any applicable state securities laws, or any exemption from the registration requirements of the 1933 Act or such state securities laws is available. Such statements shall appear (1) on the cover of any prospectus or offering circular used in connection with the offer or sale of the Securities, (2) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Securities, and (3) in any advertisement made or issued by Seller, BuyerPurchaser, any other distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Appears in 1 contract

Samples: Offshore Securities Subscription Agreement (Systems Communications Inc)

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