Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 106 contracts
Samples: Subscription Agreement (United Royale Holdings Corp.), Subscription Agreement (Rito Group Corp.), Subscription Agreement (Go Go Buyers, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 43 contracts
Samples: Securities Purchase Agreement (Health Benefits Direct Corp), Purchase Agreement (Uni-Pixel), Securities Purchase Agreement (InsPro Technologies Corp)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 34 contracts
Samples: Securities Purchase Agreement (Kintera Inc), Securities Purchase Agreement (Metretek Technologies Inc), Securities Purchase Agreement (Xethanol Corp)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 32 contracts
Samples: Securities Purchase Agreement (First Independence Corp.), Securities Purchase Agreement (China Public Security Technology, Inc.), Securities Purchase Agreement (Asian Financial Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 29 contracts
Samples: Securities Purchase Agreement (Granite City Food & Brewery LTD), Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Index Oil & Gas Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Valentis Inc), Securities Purchase Agreement (Lynx Therapeutics Inc), Securities Purchase Agreement (Navarre Corp /Mn/)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Sona Mobile Holdings Corp), Securities Purchase Agreement (Valentis Inc), Securities Purchase Agreement (Hudson Holding Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Cardica Inc), Securities Purchase Agreement (CombiMatrix Corp), Securities Purchase Agreement (Cardica Inc)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 7 contracts
Samples: Note Purchase Agreement (Abiomed Inc), Securities Purchase Agreement (Penford Corp), Securities Purchase Agreement (Ecotality, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 7 contracts
Samples: Purchase Agreement (GoFish Corp.), Securities Purchase Agreement (SMSA Palestine Acquistion Corp.), Securities Purchase Agreement (China Pharma Holdings, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Note and the merits and risks of investing in the SharesNote; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 7 contracts
Samples: Securities Purchase Agreement (DSwiss Inc), Securities Purchase Agreement (Greenpro, Inc.), Securities Purchase Agreement (G-Mes Holdings Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s Existing Company Entities’ representations and warranties contained in the Transaction Documents.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Yongye Biotechnology International, Inc.), Securities Purchase Agreement (First Growth Investors Inc), Securities Purchase Agreement (Yongye Biotechnology International, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries each Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of the SEC Reports.
Appears in 6 contracts
Samples: Securities Purchase Agreement (dELiAs, Inc.), Securities Purchase Agreement (Nupathe Inc.), Securities Purchase Agreement (dELiAs, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Empire Resorts Inc), Securities Purchase Agreement (Mikohn Gaming Corp), Securities Purchase Agreement (Infocrossing Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such any Purchaser or its representatives or counsel shall modify, amend or affect such a Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 6 contracts
Samples: Convertible Note Purchase Agreement (Franklin Telecommunications Corp), Securities Purchase Agreement (Cybershop International Inc), Securities Purchase Agreement (Neotherapeutics Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives Representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Transaction DocumentsShares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Origin Bancorp, Inc.), Securities Purchase Agreement (Origin Bancorp, Inc.), Securities Purchase Agreement (Origin Bancorp, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Center Bancorp Inc), Securities Purchase Agreement (Hudson Holding Corp), Stock Purchase Agreement (Center Bancorp Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the Sharestherein; (ii) access to public information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional public information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Unify Corp), Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Vineyard National Bancorp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Cel Sci Corp), Convertible Preferred Stock Purchase Agreement (Hawker Pacific Aerospace), Securities Purchase Agreement (Cel Sci Corp)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Dor Biopharma Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, and management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Exchange Agreement (Juhl Wind, Inc), Securities Purchase Agreement (Vlov Inc.), Securities Purchase Agreement (Vlov Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Cellectar Biosciences, Inc.), Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (Delcath Systems, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Visual Networks Inc), Securities Purchase Agreement (Blue Rhino Corp), Securities Purchase Agreement (I Many Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Warrant Purchase Agreement (Umami Sustainable Seafood Inc.), Note and Warrant Purchase Agreement (Lapis Technologies Inc), Note and Warrant Purchase Agreement (Lapis Technologies Inc)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Phoenix Energy Resource Corp), Securities Purchase Agreement (Good Earth Land Sales CO), Securities Purchase Agreement (Dynasty Energy Resources, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Root9B Technologies, Inc.), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Root9B Technologies, Inc.)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the Purchased Shares; (ii) access to information about the Company and the Company Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Nephros Inc), Securities Purchase Agreement (Ziopharm Oncology Inc), Securities Purchase Agreement (Nile Therapeutics, Inc.)
Access to Information. Such Each Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such each Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Medicalcv Inc), Securities Purchase Agreement (Lev Pharmaceuticals Inc), Securities Purchase Agreement (Tower Semiconductor LTD)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Technology Corp /De/), Securities Purchase Agreement (RMH Teleservices Inc), Securities Purchase Agreement (American Technology Corp /De/)
Access to Information. Such Purchaser acknowledges that it has reviewed received all the disclosure materials information it considers necessary or appropriate for deciding whether to purchase the Shares and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Registration Statement and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Intellia Therapeutics, Inc.), Common Stock Purchase Agreement (Braeburn Pharmaceuticals, Inc.), Common Stock Purchase Agreement (Intellia Therapeutics, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 3 contracts
Samples: Share Purchase Agreement (Saratoga Resources Inc /Tx), Securities Purchase Agreement (Fidelity Southern Corp), Securities Purchase Agreement (Royal Bancshares of Pennsylvania Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Series E Preferred Shares and the merits and risks of investing in the Series E Preferred Shares; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to publicly available information about the Company and the Subsidiaries and their respective financial condition, results the Condition of operations, business, properties, management and prospects the Company sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional publicly available information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Stock and Warrant Purchase and Exchange Agreement (General Atlantic Partners LLC), Stock and Warrant Purchase and Exchange Agreement (Vectis Cp Holdings LLC), Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s Existing Company Entities’ representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (China Valves Technology, Inc), Securities Purchase Agreement (Golden Elephant Glass Technology, Inc.), Securities Purchase Agreement (Latin America Ventures, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to public information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Avi Biopharma Inc), Securities Purchase Agreement (Avi Biopharma Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Shares and the merits and risks of investing in the Preferred Shares; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Units and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wwa Group Inc), Securities Purchase Agreement (Wwa Group Inc)
Access to Information. Such Purchaser acknowledges that it --------------------- has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Questcor Pharmaceuticals Inc), Securities Purchase Agreement (Questcor Pharmaceuticals Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.), Note and Warrant Purchase Agreement (Nephros Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, truth and accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Zf Partners Lp), Securities Purchase Agreement (I Many Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. The Company acknowledges and agrees that no Investor has made or makes any representations or warranties with respect to the Transaction Documentstransactions contemplated hereby other than those specifically set forth in this Section 3.2.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Selakovic David Dragan), Securities Purchase Agreement (HPC Acquisitions, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Company Shares and the merits and risks of investing in the Company Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Purchase Agreement (Broadwing Corp), Purchase Agreement (Broadwing Corp)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of or access to the SEC Reports.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tauriga Sciences, Inc.), Securities Purchase Agreement (Tauriga Sciences, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Emerge Interactive Inc), Securities Purchase Agreement (Emerge Interactive Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering Offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction DocumentsDocuments (as qualified by the Disclosure Materials). Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hudson Executive Capital LP), Securities Purchase Agreement (Corindus Vascular Robotics, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Next Inc/Tn), Securities Purchase Agreement (Valentis Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Accesspoint Corp /Nv/)
Access to Information. Such Purchaser The Buyer acknowledges that it has reviewed had the disclosure materials opportunity to review the SEC Reports (as defined below) and has been afforded (i1) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Seller and the Company concerning the terms and conditions of the offering of the Shares Offering and the merits and risks of investing in the Shares; OP Units, (ii2) access to information about the Seller and the Company and the Subsidiaries and each of their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; investment and (iii3) the opportunity to obtain such additional information that the Seller and the Company possesses possess or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Buyer or its representatives or counsel shall modify, amend or affect such Purchaserthe Buyer’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Seller’s and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 2 contracts
Samples: Op Unit Purchase Agreement (Whitestone REIT), Op Unit Purchase Agreement (Pillarstone Capital Reit)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Schedules and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Schedules and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Marathon Fund L P V), Securities Purchase Agreement (Wilsons the Leather Experts Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Second Securities Purchase Agreement (pSivida Corp.), Securities Purchase Agreement (pSivida Corp.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Synova Healthcare Group Inc), Securities Purchase Agreement (Synova Healthcare Group Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the Sharestherein; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Point Therapeutics Inc), Securities Purchase Agreement (East West Bancorp Inc)
Access to Information. Such Purchaser The Lender acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it Lender has deemed necessary of, and to receive answers from, representatives of the Company Borrower concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company Borrower and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its Lender investment; and (iii) the opportunity to obtain such additional information that the Company Borrower possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Lender or its representatives or counsel shall modify, amend or affect such Purchaserthe Lender’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the CompanyBorrower’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Loan and Securities Purchase Agreement (Aerogen Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Stock and the merits and risks of investing in the SharesStock; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investmentinvestment and to verify the accuracy and completeness of the information contained in the Disclosure Materials. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Telemate Net Software Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and the Transaction Documents and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investmentSecurities. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Transaction Documents, and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that --------------------- it has reviewed the disclosure materials SEC Reports and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to publicly available information about the Company and the Subsidiaries and their respective financial condition, results the Condition of operations, business, properties, management and prospects the Company sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional publicly available information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering Offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction DocumentsDocuments (as qualified by the Disclosure Materials).
Appears in 1 contract
Samples: Securities Purchase Agreement (Corindus Vascular Robotics, Inc.)
Access to Information. Such Each Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Notes and the merits and risks of investing in the SharesNotes; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Umami Sustainable Seafood Inc.)
Access to Information. Such Purchaser acknowledges that it has --------------------- reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Schedules and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Schedules and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (iv) the opportunity to ask questions of management. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Citizens South Banking Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Schedules and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Schedules and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (ia) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the SharesPurchased Share; (iib) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iiic) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such any Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Transaction DocumentsPurchased Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Community Financial Shares Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (Solitario Resources Corp)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed had access to review the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Units and the merits and risks of investing in the SharesUnits; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Marlborough Software Development Holdings Inc.)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials provided by the Company and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser Investor acknowledges that it has had access to and has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the Shares; Securities, (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; investment and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 1 contract
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, properties and management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of the SEC Reports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Acura Pharmaceuticals, Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. The Purchaser acknowledges that in connection with its evaluation of the Transaction Documents.product that is the subject matter of the Distribution Agreement it received confidential information concerning such product and the Company which could be viewed as material non-public information. 7
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (Alfacell Corp)
Access to Information. Such The Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives officers of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction DocumentsGolisano Investment Documents (as qualified by the Disclosure Materials).
Appears in 1 contract
Samples: Securities Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (iv) the opportunity to ask questions of management. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents. Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its investment in the Securities.
Appears in 1 contract
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional publicly available information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Electronic Control Security Inc)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries each Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. The Investor acknowledges receipt of copies of the Transaction DocumentsSEC Reports.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hudson Holding Corp)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has --------------------- reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, properties and management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mercator Software Inc)
Access to Information. Such The Purchaser acknowledges that it has --------------------- reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hoku Scientific Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser Overstock acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Overstock or its representatives or counsel shall modify, amend or affect such PurchaserOverstock’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Schedules and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials Schedules and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gemphire Therapeutics Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded had (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (ii) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Seller and the Company concerning the terms and conditions of the offer and sale of the Shares and the merits and risks of investing in the Shares; and (iii) the opportunity to obtain such additional information (other than material non-public information) that the Company Seller possesses or can acquire could have acquired without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the CompanySeller’s representations and warranties contained in the Transaction Documentsherein.
Appears in 1 contract
Samples: Amended and Restated Purchase Agreement (Nu Skin Enterprises Inc)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded adequate (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, from representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management management, and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend amend, or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents, subject to the exceptions thereto and as set forth therein, as the case may be.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magellan Petroleum Corp /De/)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Western Goldfields Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Services Acquisition Corp. International)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, truth and accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Biosphere Medical Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Note and the merits and risks of investing in the SharesNote; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Umami Sustainable Seafood Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Common Shares and the merits and risks of investing in the Common Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maui Land & Pineapple Co Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries of the Company and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire canacquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cadence Resources Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to public information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Document Securities Purchase Agreement (Avi Biopharma Inc)
Access to Information. Such Purchaser The Buyer acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials (as defined below) and has been afforded (i1) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Offering and the merits and risks of investing in the Shares; shares of Preferred Stock, (ii2) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; investment and (iii3) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Buyer or its representatives or counsel shall modify, amend or affect such Purchaserthe Buyer’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Company Securities and the merits and risks of investing in the SharesCompany Securities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Reach Messaging Holdings, Inc.)
