Common use of Reliance on Exemptions Clause in Contracts

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Altair Engineering Inc.), Stock Purchase Agreement (Midwest Energy Emissions Corp.), Securities Purchase Agreement (Aradigm Corp)

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Reliance on Exemptions. Such Each Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and such each Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such each Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such each Buyer to acquire the Common Shares.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Resonant Inc), Securities Purchase Agreement (Mobivity Holdings Corp.), Securities Purchase Agreement (Clean Diesel Technologies Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon upon, among other things, the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Common Shares.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Firstsun Capital Bancorp), Securities Purchase Agreement (Southern First Bancshares Inc), Securities Purchase Agreement (Bay Banks of Virginia Inc)

Reliance on Exemptions. Such The Buyer understands and acknowledges that the shares of Seller's Common Shares Stock are being offered and sold to it in a private placement in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Seller is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Common Sharessuch securities.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Pro Tech Communications Inc), Stock Purchase Agreement (NCT Group Inc), Stock Purchase Agreement (NCT Group Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Common Shares.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Live Oak Bancshares, Inc.), Securities Purchase Agreement (Live Oak Bancshares, Inc.), Stock Purchase Agreement (Bank of the Carolinas CORP)

Reliance on Exemptions. Such Buyer understands that the Common Stock, Conversion Shares, Warrants, and Warrant Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Sharessuch securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Bioshield Technologies Inc), Securities Purchase Agreement (Bioshield Technologies Inc), Securities Purchase Agreement (Bioshield Technologies Inc)

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (National Investment Managers Inc.), Securities Purchase Agreement (Jmar Technologies Inc), Securities Purchase Agreement (Jmar Technologies Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares and Warrants are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Common SharesShares and Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Miravant Medical Technologies), Securities Purchase Agreement (Miravant Medical Technologies), Securities Purchase Agreement (Miravant Medical Technologies)

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Common Shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (First NBC Bank Holding Co), Securities Purchase Agreement (First NBC Bank Holding Co), Securities Purchase Agreement (Bridge Capital Holdings)

Reliance on Exemptions. Such The Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Common Shares.

Appears in 2 contracts

Samples: Form of Stock Purchase Agreement (Auction Anything Com Inc), Securities Purchase Agreement (Viewpoint Corp)

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 2 contracts

Samples: Subscription Agreement (Net Element, Inc.), Stock Purchase Agreement (Steel Partners, Ltd.)

Reliance on Exemptions. Such Buyer understands that the Common Shares are Stock is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Sharessuch securities.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cord Blood America, Inc.), Securities Purchase Agreement (Trey Resources Inc)

Reliance on Exemptions. Such Buyer The Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and such Buyerthe Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of such Buyer warranties set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer the Purchaser to acquire the Common Shares.

Appears in 2 contracts

Samples: Purchase Agreement (Westwood One Inc /De/), Purchase Agreement (Gores Radio Holdings, LLC)

Reliance on Exemptions. Such The Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Common Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Professional Diversity Network, Inc.), Stock Purchase Agreement (Professional Diversity Network, Inc.)

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Orient Paper Inc.), Securities Purchase Agreement (Viewpoint Corp)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Bank is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Common Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (STATE BANK FINANCIAL Corp)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Common Shares.

Appears in 1 contract

Samples: Purchase Agreement (SANUWAVE Health, Inc.)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares are being offered and sold to it the Purchaser in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shareslaws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aasche Transportation Services Inc)

Reliance on Exemptions. Such The Buyer understands that the Common Shares are being Stock was offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Common Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cogenco International Inc)

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Reliance on Exemptions. Such Buyer The Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyerthe Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer the Purchaser to acquire the Common Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (First NBC Bank Holding Co)

Reliance on Exemptions. Such The Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Common Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jinpan International LTD)

Reliance on Exemptions. Such Buyer understands and acknowledges that the Common Shares and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common SharesShares and the Warrants.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (Starbase Corp)

Reliance on Exemptions. Such Buyer Seller understands that the Buyer Common Shares are Stock being offered and sold issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is Buyer and Buyer are relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Seller set forth herein in this Article 4 in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Buyer Common SharesStock.

Appears in 1 contract

Samples: Asset Purchase Agreement (General Cannabis Corp)

Reliance on Exemptions. Such Buyer understands that ---------------------- the Common Shares and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common SharesShares and the Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lasersight Inc /De)

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacifichealth Laboratories Inc)

Reliance on Exemptions. Such Buyer Seller understands that the Buyer Common Shares are Stock being offered and sold issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Buyer is relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Seller set forth herein in this Article 4 in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Buyer Common SharesStock.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Cannabis Company, Inc.)

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company NeuBase is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ohr Pharmaceutical Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the Common Shares are being offered and sold to it such Purchaser in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Common Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ameris Bancorp)

Reliance on Exemptions. Such Buyer understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jinpan International LTD)

Reliance on Exemptions. Such Buyer The Purchaser understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer the Purchaser to acquire the Common Shares.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cig Wireless Corp.)

Reliance on Exemptions. Such Buyer understands that the Common Shares Stock and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Common SharesStock and the Warrants.

Appears in 1 contract

Samples: Escrow Agreement (Worldtalk Communications Corp)

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