Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 44 contracts
Samples: Common Stock Purchase Agreement (Mobix Labs, Inc), Common Stock Purchase Agreement (Expion360 Inc.), Equity Purchase Agreement (Digital Health Acquisition Corp.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 35 contracts
Samples: Purchase Agreement (Biolargo, Inc.), Purchase Agreement (Altamira Therapeutics Ltd.), Purchase Agreement (Leet Technology Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 22 contracts
Samples: Securities Purchase Agreement (Mobivity Holdings Corp.), Securities Purchase Agreement (Edgemode, Inc.), Securities Purchase Agreement (Mphase Technologies Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 17 contracts
Samples: Securities Purchase Agreement (SMG Industries Inc.), Securities Purchase Agreement (Ceelox Inc.), Securities Purchase Agreement (Emerald Dairy Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Dewmar International BMC, Inc.), Securities Purchase Agreement (Isonics Corp), Securities Purchase Agreement (Pharmafrontiers Corp)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold issued to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 14 contracts
Samples: Exchange Agreement, Form of Exchange and Amendment Agreement (Rennova Health, Inc.), Exchange Agreement (Rennova Health, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 13 contracts
Samples: 2011 Securities Purchase Agreement (Champions Oncology, Inc.), 2013 Securities Purchase Agreement (Champions Oncology, Inc.), Securities Purchase Agreement (Champions Oncology, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 11 contracts
Samples: Common Stock Purchase Agreement (Aditxt, Inc.), Common Stock Purchase Agreement (Annovis Bio, Inc.), Common Stock Purchase Agreement (Cero Therapeutics Holdings, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 11 contracts
Samples: Note Purchase Agreement (Reviva Pharmaceuticals Holdings, Inc.), Note Purchase Agreement (Reviva Pharmaceuticals Holdings, Inc.), Note and Warrant Purchase Agreement (RiceBran Technologies)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 9 contracts
Samples: Equity Financing Agreement (Propanc Health Group Corp), Securities Purchase Agreement (Liquidmetal Technologies Inc), Securities Purchase Agreement (Avalon Globocare Corp.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 6 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement (Synthetic Blood International Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the 1933 Act, the rules and regulations promulgated thereunder and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (LOGIC DEVICES Inc), Purchase Agreement (Oculus Innovative Sciences, Inc.), Purchase Agreement (Oculus Innovative Sciences, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 6 contracts
Samples: Standby Equity Purchase Agreement (TriSalus Life Sciences, Inc.), Equity Purchase Agreement (Xos, Inc.), Equity Line Purchase Agreement (Endonovo Therapeutics, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it him in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 6 contracts
Samples: Shares Purchase Agreement (Fresh2 Group LTD), Shares Purchase Agreement (Fresh2 Group LTD), Shares Purchase Agreement (Fresh2 Group LTD)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Share Subscription Agreement (Datang Telecom Technology & Industry Holdings LTD), Share Subscription Agreement (Semiconductor Manufacturing International Corp), Share Subscription Agreement (China Investment Corp)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the 1933 Act, the rules and regulations promulgated thereunder and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Purchase Agreement (PRECISION OPTICS Corp INC), Purchase Agreement (Converted Organics Inc.), Purchase Agreement (Precision Optics Corporation Inc)
Reliance on Exemptions. The Investor understands that the Purchase Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchase Shares.
Appears in 5 contracts
Samples: Purchase Agreement (Kiora Pharmaceuticals Inc), Purchase Agreement (Obalon Therapeutics Inc), Purchase Agreement (Cytori Therapeutics, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Omni Energy Services Corp)
Reliance on Exemptions. The Investor understands and acknowledges that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments covenants, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Summit Financial Group Inc), Securities Purchase Agreement (MBT Financial Corp), Securities Purchase Agreement (MBT Financial Corp)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying relying, in part part, upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 5 contracts
Samples: Debt Exchange Agreement (Cosmos Holdings Inc.), Debt Exchange Agreement (Cosmos Holdings Inc.), Debt Exchange Agreement (Cosmos Holdings Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings warranties of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 4 contracts
Samples: Chef Purchase Agreement (Sonnet BioTherapeutics Holdings, Inc.), Chef Purchase Agreement (Allurion Technologies, Inc.), Chef Purchase Agreement (Better Therapeutics, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Rezolute, Inc.), Securities Purchase Agreement (Molecular Templates, Inc.), Securities Purchase Agreement (Threshold Pharmaceuticals Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessuch Securities.
Appears in 4 contracts
Samples: Investment Agreement (Access Power Inc), Securities Purchase Agreement (Stan Lee Media Inc), Investment Agreement (Senior Care Industries Inc)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (DeepPower, Inc.), Securities Purchase Agreement (CancerVAX, Inc.), Securities Purchase Agreement (BioSolar Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities ---------------------- are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Aksys LTD), Securities Purchase Agreement (Greater Bay Bancorp), Securities Purchase Agreement (Constellation 3d Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in this Section 3.2 in order to determine the availability of such exemptions exemption and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Unify Corp)
Reliance on Exemptions. The Investor understands that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Xenetic Biosciences, Inc., Xenetic Biosciences, Inc., Xenetic Biosciences, Inc.
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fennec Pharmaceuticals Inc.), Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase and Registration Rights Agreement (Cryoport, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Sunhydrogen, Inc.), Securities Purchase Agreement (Sunhydrogen, Inc.), Securities Purchase Agreement (Sunhydrogen, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Faro Technologies Inc), Registration Rights Agreement (Midwest Express Holdings Inc), Securities Purchase Agreement (Midwest Express Holdings Inc)
Reliance on Exemptions. The Investor understands that the Shares ------------------------ Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Nanopierce Technologies Inc), Securities Purchase Agreement (Da Consulting Group Inc), Securities Purchase Agreement (Da Consulting Group Inc)
Reliance on Exemptions. The Investor understands that the Shares are being Securities will be offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Purchase Agreement (BioLineRx Ltd.), Purchase Agreement (BioLineRx Ltd.), Purchase Agreement (Oxigene Inc)
Reliance on Exemptions. The Investor understands that the Preferred Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Preferred Shares.
Appears in 3 contracts
Samples: Exchange Agreement (Galaxy Next Generation, Inc.), Exchange Agreement (Galaxy Next Generation, Inc.), Exchange Agreement (Galaxy Next Generation, Inc.)
Reliance on Exemptions. The Each Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the InvestorPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor Investors set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor Investors to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Aptorum Group LTD)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s Investor compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 3 contracts
Samples: Transaction Agreement (Ocwen Financial Corp), Transaction Agreement (Marubeni Corp /Fi), Transaction Agreement (Aircastle LTD)
Reliance on Exemptions. The Investor understands and acknowledges that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments covenants, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchased Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)
Reliance on Exemptions. The Investor understands and acknowledges that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (United Community Financial Corp), Securities Purchase Agreement (Intermountain Community Bancorp), Securities Purchase Agreement (Intermountain Community Bancorp)
Reliance on Exemptions. The Such Investor understands that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (RHO Ventures VI LP), Note and Warrant Purchase Agreement (Bluefly Inc), Securities Purchase Agreement (Acelrx Pharmaceuticals Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Units are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesUnits.
Appears in 3 contracts
Samples: Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Purchase Agreement (GlassesOff Inc.)
Reliance on Exemptions. The Investor understands that the Shares Units are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in significant part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesUnits.
Appears in 3 contracts
Samples: Registration Rights Agreement (New Leaf Brands, Inc.), Note and Warrant Purchase Agreement (New Leaf Brands, Inc.), Note and Warrant Purchase Agreement (New Leaf Brands, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities. The Investor acknowledges that it did not purchase the Securities based upon any advertisement in any publication of general circulation.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the such Shares.
Appears in 2 contracts
Samples: Common Stock Investment Agreement (Avanir Pharmaceuticals), Common Stock Investment Agreement (Autobond Acceptance Corp)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Article 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc), Securities Purchase Agreement (VeriChip CORP)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgments, and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Purchase Agreement (iBio, Inc.), Purchase Agreement (Tenon Medical, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being Securities may be offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that each of the Company and Apexigen is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Purchase Agreement (Brookline Capital Acquisition Corp.), Purchase Agreement (Brookline Capital Acquisition Corp.)
Reliance on Exemptions. The Investor understands acknowledges that the Shares Securities are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act of 1933, as amended, and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s 's compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Securities Purchase Agreement (Arcadia Resources, Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s such Investor 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Commerce Planet), Securities Purchase Agreement (Commerce Planet)
Reliance on Exemptions. The Such Investor understands and agrees that the Shares any Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase and Financing Agreement (Quantum Materials Corp.), Transaction Completion and Financing Agreement (Probe Manufacturing Inc)
Reliance on Exemptions. The Investor understands that the Acquired Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 4 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Acquired Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (CYREN Ltd.), Securities Purchase Agreement (WP XII Investments B.V.)
Reliance on Exemptions. The Investor understands that the Shares ---------------------- Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon on the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc), Securities Purchase Agreement (Applied Digital Solutions Inc)
Reliance on Exemptions. The Investor understands and acknowledges that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mackinac Financial Corp /Mi/), Securities Purchase Agreement (Mackinac Financial Corp /Mi/)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws laws, including Section 4(2) of the Securities Act, and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Exchange Agreement (Trico Marine Services Inc), Exchange Agreement (Trico Marine Services Inc)
Reliance on Exemptions. The Investor understands that the Shares securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company Issuer is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessecurities.
Appears in 2 contracts
Samples: Wrap Around Agreement (Flint Telecom Group Inc.), Wrap Around Agreement (Flint Telecom Group Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are initially being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Gse Systems Inc), Securities Purchase Agreement (Gse Systems Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in this Section 3.2 in order to determine the availability of such exemptions exemption and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vineyard National Bancorp), Securities Purchase Agreement (Vineyard National Bancorp)
Reliance on Exemptions. The Investor understands acknowledges that the Shares are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (3d Systems Corp), Securities Purchase Agreement (Exact Sciences Corp)
Reliance on Exemptions. The Investor understands that (a) the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and applicable state securities laws, and (b) that the Company is Companies are relying and will rely, in part part, upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in this Agreement, in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Walker Reid S), Securities Purchase Agreement (SD Co Inc)
Reliance on Exemptions. The Each Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Note Purchase Agreement (Technoconcepts, Inc.), Note Purchase Agreement (Technoconcepts, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Shares.
Appears in 2 contracts
Samples: Subscription Agreement (Coda Octopus Group, Inc.), Stock Purchase Agreement (Lipid Sciences Inc/)
Reliance on Exemptions. The Investor understands that the Purchase Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchase Shares.
Appears in 2 contracts
Samples: Purchase Agreement (Auris Medical Holding Ltd.), Purchase Agreement (AIT Therapeutics, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor such to acquire the Shares.
Appears in 2 contracts
Samples: Purchase Agreement (Central European Distribution Corp), Purchase Agreement (Central European Distribution Corp)
Reliance on Exemptions. The Investor understands that the Shares are Preferred Stock being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Exchange Agreement (Energy Telecom, Inc.), Exchange Agreement (Energy Telecom, Inc.)
Reliance on Exemptions. The Such Investor understands that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Purchased Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Athenex, Inc.), Share Purchase Agreement (Athenex, Inc.)
Reliance on Exemptions. The Investor understands that the Acquired Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 3 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Acquired Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Jacada LTD), Securities Purchase Agreement (Igp Digital Interaction L.P.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is Obligors are relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Note Purchase and Registration Rights Agreement (Venus Concept Inc.), Exchange and Registration Rights Agreement (Venus Concept Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the each Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of each of the Investor Investors set forth herein in order to determine the availability of such exemptions and the eligibility of each of the Investor Investors to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Warrant Amendment and Plan of Reorganization Agreement (Marrone Bio Innovations Inc), Warrant Exchange Agreement (Marrone Bio Innovations Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it the Investor in reliance on specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Registration Rights and Security Agreement (SSP Solutions Inc), Securities Purchase Agreement (SSP Solutions Inc)
Reliance on Exemptions. The Investor understands acknowledges that the Shares Securities are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company Issuer is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 2 contracts
Samples: Joint Strategic Alliance and Securities Purchase Agreement (China Aoxing Pharmaceutical Company, Inc.), Joint Strategic Alliance and Securities Purchase Agreement (American Oriental Bioengineering Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharesexemptions.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Larimar Therapeutics, Inc.), Securities Purchase Agreement (Larimar Therapeutics, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is and the Co-Borrowers are relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Midwest Express Holdings Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessecurities.
Appears in 1 contract
Samples: Traqiq, Inc.
Reliance on Exemptions. The Each Investor understands that the Shares Preferred Stock and Warrants (including the Shares) are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s each Investors’ compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the each Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the each Investor to acquire the Sharessuch securities.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (China Swine Genetics, Inc.)
Reliance on Exemptions. The Investor understands Investors understand that the Shares Securities are being offered and sold to it the Investors in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s Investors' compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor Investors set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor Investors to acquire the SharesSecurities.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (International Remote Imaging Systems Inc /De/)
Reliance on Exemptions. The Such Investor understands that the Shares Securities ---------------------- are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, covenants, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cell Therapeutics Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Sharessuch securities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in this Agreement in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Such Investor understands that the Shares Offered Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the Act and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the such Investor set forth herein contained in this Agreement in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesOffered Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (SafeStitch Medical, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the Securities Act and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Investor set forth herein contained in this Agreement in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchased Shares.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Thomas Properties Group Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and Dutch law and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Sono Group N.V.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.Securities. 1.4
Appears in 1 contract
Samples: Exhibit 4 Securities Purchase Agreement (Hillman Co)
Reliance on Exemptions. The Investor understands that the Shares securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the Securities Act and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Investor set forth herein contained in this Agreement in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessecurities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands acknowledges that the Shares Securities are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s 's compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.Securities. 4.11
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Reliance on Exemptions. The Investor understands that the Advance Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Advance Shares.
Appears in 1 contract
Samples: Equity Subscription Agreement (Antelope Enterprise Holdings LTD)
Reliance on Exemptions. The Investor understands that the Shares are ---------------------- being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Such Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Locations, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being Securities may be offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that each of the Company and Cepton is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Purchase Agreement (Growth Capital Acquisition Corp.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.Securities.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)
Reliance on Exemptions. The Investor understands that the Shares are being Securities may be offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that each of the Company and Nuburu is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it the Investor in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws Laws and that the Company Borrower is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Photonix Inc)
Reliance on Exemptions. The Such Investor understands that the Ordinary Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Ordinary Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enlivex Therapeutics Ltd.)
Reliance on Exemptions. The Such Investor understands that the Shares ------------------------ Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Citadel Security Software Inc)
Reliance on Exemptions. The Investor understands that the Shares ---------------------- are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Constellation 3d Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws laws, including Section 4(2) of the Securities Act and Rule 506 of Regulation D, and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
