Offering of the Shares. Neither the Company nor any person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require, under the Securities Act of 1933, as amended (the “Securities Act”), the integration of such offering with the offering and sale of the Securities) which might subject the offering, issuance or sale of the Securities to the registration requirements of the Securities Act.
Offering of the 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 Shares or any security of the Company similar to the Shares has offered the Shares or any such similar security for sale to, or solicited any offer to buy the 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 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 Shares to the registration provisions of the Securities Act.
Offering of the Shares. The Corporation has not, directly or indirectly, solicited any other offer to buy or offer to sell, and will not, directly or indirectly, solicit any other offer to buy or offer to sell, any security which is or would be integrated with the sale of the Shares in a manner that would require the Shares to be registered under the Securities Act.
Offering of the Shares. Neither the Company nor, to the knowledge of the Company, any person authorized or employed by the Company as agent, broker, dealer or otherwise acting on its behalf, directly or indirectly, (i) offered any of the Shares or any similar security of the Company (A) by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or (B) for sale to or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any person which the Company did not reasonably believe was an "accredited investor" within the meaning of Regulation D under the Securities Act or (ii) has done or caused to be done (or has omitted to do or to cause to be done) any act, which act (or which omission) would result in bringing the issuance or sale of the Shares within the provisions of Section 5 of the Securities Act or the filing, notification or reporting provisions of any state securities laws, except for filings, notices or reports pursuant to state securities laws which have already been made or which are contemplated in connection with the offering and sale of the Shares.
Offering of the Shares. Except as set forth in Schedule 2.28, neither the Company, any Subsidiary nor any person authorized or employed by the Company or any Subsidiary as agent, broker, dealer or otherwise in connection with the offering or sale of the Shares or any security of the Company similar to the Shares has offered the Shares or any such similar security for sale to, or solicited any offer to buy the 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 any person acting on their 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 the 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 Shares, Conversion Shares or other securities into which such Shares have been converted, to the registration provisions of the Securities Act. Except as set forth in Schedule 2.28, the Company has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement.
Offering of the Shares. Neither such Selling Shareholder nor any person authorized by the Company or such Selling Shareholder as agent, broker, dealer or otherwise in connection with the offering or sale of the Shares, or any similar securities of the Company, has taken or will take any action (including without limitation any offer or sale of any securities under circumstances which would require the integration under the Securities Act of 1933 (the "Securities Act"), or the rules and regulations of the Securities and Exchange Commission thereunder, of such securities with the Shares being sold by such Selling Shareholder hereunder) which would subject the transactions contemplated hereby to the registration provisions of the Securities Act.
Offering of the 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 Shares or any similar security of the Company has offered the Shares or any such security for sale to, or solicited any offers to buy the Shares or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any person or persons other than the Purchasers and not more than 35 non-accredited investors (including, if applicable, the Purchasers). Neither the Company nor any person acting on its behalf has taken or will take any action (including, without limitation, any offer, issuance or sale of any security of the Company, pursuant to the Business Plan or otherwise), under circumstances which might require the integration of such security with the Shares under the Securities Act of 1933 (the "Securities Act") or the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder which might subject the offering, issuance or sale of the Shares to the registration provisions of the Securities Act. The offering, issuance and sale of the Shares hereunder is exempt from the federal registration requirements.
Offering of the 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 Shares or any similar securities of the Company has offered any such securities for sale to, or solicited any offers to buy any such securities from, or otherwise approached or negotiated with respect thereto with any person or persons, under circumstances that involved the use of any form of general advertising or solicitation as such terms are defined in Regulation D of the Securities Act; and, assuming the accuracy of the representations and warranties of Buyers set forth in Article III, neither the Company nor any person acting on the Company's behalf has taken or will take any action (including, without limitation, any offer, issuance or sale of any securities of the Company under circumstances which might require the integration of such transactions with the sale of the Shares under the Securities Act or the rules and regulations of the SEC thereunder) which would subject the offering, issuance or sale of the Shares to Buyer to the registration provisions of the Securities Act.
Offering of the Shares. Neither NDA 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 NDA under circumstances which might require the integration of such security with Common Stock 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 Shares to the registration provisions of the Securities Act.
Offering of the Shares on Behalf of the Company. In offering the Shares for sale the Underwriter shall offer it solely as agent for the Company and such offer shall be made upon the terms and subject to the conditions set forth in the Registration Statement and Prospectus. The Underwriter shall commence making such offer as agent for the Company as soon after the Effective Date as it may deem advisable, provided, however, that if the Underwriter does not commence such offering within three business days after the Effective Date it shall so advise the Company and the Commission. The Underwriter shall have the right to engage the services of Co-Underwriter(s) with regard to the offering contemplated hereby pursuant to separate written agreement. Such separate agreement, executed copies of which shall be delivered to the Company prior to the Closing Date, shall provide in part that (i) X.X. Xxxxxxx & Co., Inc. ("Xxxxxxx") shall act as Managing Underwriter hereunder, (ii) the rights of the Co-Underwriter(s) shall not exceed the rights of the Managing Underwriter, (iii) the liabilities of the Co-Underwriter(s) shall not be less than the liabilities of the Managing Underwriter, (iv) the Managing Underwriter shall have the right to allot any portion of the Underwriter's compensation to the Co-Underwriter(s) and (v) the Managing Underwriter shall have the right to reject orders from such Co-Underwriter(s), in whole or in part, for any of the Shares to be offered in contemplation of this Agreement. The Underwriter may engage registered dealers selected by it ("Selected Dealers") to solicit sales of Shares and such solicitations shall be made pursuant to a Selected Dealer Agreement substantially in the form annexed hereto and pursuant to which it may allow such concession (out of its underwriting commission) as it may determine within the limits set forth in the Registration Statement and Prospectus. The Selected Dealer Agreement shall require the Selected Dealer to agree to offer the Shares on the terms and conditions of offering set forth in the Prospectus and in accordance with such covenants, commitments and undertakings as are submitted by the Company and the Underwriter to the Commission.
