Common use of Private Placement Clause in Contracts

Private Placement. None of the Company, its subsidiaries or any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Act.

Private Placement. None of Neither the Company, its subsidiaries or nor to the Company’s knowledge any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, its subsidiaries or Company nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Act.

Private Placement. None Neither the Company nor any of the Companyits Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is Shares and the Conversion Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Companyits Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Conversion Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiaries or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 4 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, its subsidiaries or nor to the Company’s knowledge any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiaries or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiary or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities Shares is exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiary or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Units under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section Article 3 hereof, the issuance and sale of the Securities Units is exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, its subsidiaries or Company nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of under the Securities is exempt from registration under the 1933 Act.

Private Placement. None of the Company, its subsidiaries or any person acting on its or their behalf, has, The Company has not directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the securities under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 4 hereof, the issuance and sale of the Securities is Purchased Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiary or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of under the Securities is exempt from registration under the 1933 Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiaries or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 5 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Company, its subsidiaries or any person affiliates, nor any Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiaries or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 4 hereof, the issuance and sale of the Securities is are exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Company, its subsidiaries Subsidiaries or any person 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 security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Companyits Subsidiaries or Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the offer and sale of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiaries or any Affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 4 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Companyits Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities Shares is exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Company, its subsidiaries Subsidiaries or any person 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 security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, Company nor its subsidiaries Subsidiary or any person affiliates, nor any Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Companyits Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, or taken any other action under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiary or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section Article 3 hereof, the issuance and sale of the Securities Shares is exempt from registration under the 1933 Securities Act.

Private Placement. None of the Company, its subsidiaries or any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Securities Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Companyits Subsidiaries or Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of under the Securities is exempt from registration under the 1933 Act.

Private Placement. None Neither the Company nor any of the Companyits Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiaries or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 4 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereofhereof and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Companyits Subsidiaries, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of under the Securities is exempt from registration under the 1933 Act.

Private Placement. None Neither the Company nor any of the Companyits Subsidiaries or Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the offer and sale of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities Shares is exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, Company nor its subsidiaries Subsidiary or any person affiliates, nor any Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section Article 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its subsidiaries, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 4 hereof, the issuance and sale of the Securities Shares is exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, its subsidiaries or Company nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming under the accuracy Securities Act, including, without limitation, integration of the representations and warranties of offering the Purchasers contained in Section 3 hereof, the issuance and sale of Shares or Warrant Shares with any prior offering under the Securities is exempt from registration under the 1933 Act.

Private Placement. None of Neither the Company, its subsidiaries or Company nor any affiliates any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 3 4 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of the Company, its subsidiaries Subsidiaries, any of their affiliates, or any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section Article 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Securities Act.

Private Placement. None of Other than the CompanyExcepted Issue, neither the Company nor its subsidiaries Subsidiaries or any affiliates, nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 3 4 hereof, the issuance and sale of the Securities is are exempt from registration under the 1933 Securities Act.

Private Placement. None Neither the Company nor any of the Companyits Subsidiaries or Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the offer and sale of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 ActSecurities Act and applicable state laws.

Private Placement. None Neither the Company nor any of the Companyits Affiliates, its subsidiaries or nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, or taken any other action under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of the Company, its subsidiaries or any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Act Securities Act, of the Securities Shares being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers Xxxxx Entities contained in Section 3 ‎Article III hereof, the issuance and sale of the Securities Shares is exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the Company, its subsidiaries or Company nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of the Securities is exempt from registration under the 1933 Act.

Private Placement. None of Neither the Company, its subsidiaries or Company nor any person Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration of the Shares under the 1933 Act of the Securities being sold pursuant to this AgreementAct. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser contained in Section 3 hereof4 of this Agreement, the issuance and sale of the Securities is Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances security, that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of under the Securities is exempt from registration under the 1933 Act.

Private Placement. None of Neither the CompanyCompany nor its Subsidiary or any affiliates, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security security, under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreementunder the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section Article 3 hereof, the issuance and sale of the Securities is and the Warrant Shares are exempt from registration under the 1933 Securities Act.

Private Placement. None of Neither the CompanyCompany nor its subsidiaries, its subsidiaries or nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of the Securities Securities, including the issuance of the Common Warrant Shares, is exempt from registration under the 1933 Act.