Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 13 contracts

Samples: Securities Purchase Agreement (Ap Pharma Inc /De/), Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Myos Rens Technology Inc.)

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Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 13 contracts

Samples: Subscription Agreement (Proteostasis Therapeutics, Inc.), Voting Agreement (Idera Pharmaceuticals, Inc.), Subscription Agreement (Proteon Therapeutics Inc)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Rockwell Medical, Inc.), Series a Preferred Subscription Agreement (Arrowhead Research Corp), Securities Purchase Agreement (Cidara Therapeutics, Inc.)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has have not been registered under the Securities Act or any applicable state securities laws and is are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser acknowledges that, except as set forth in the Investor Rights Agreement, the Company has no obligation to register or qualify the Securities for resale.

Appears in 3 contracts

Samples: Series B Preferred Stock Purchase Agreement (Edgar Online Inc), Series B Preferred Stock Purchase Agreement (Bain Capital Venture Integral Investors, LLC), Series C Preferred Stock Purchase Agreement (Edgar Online Inc)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities Shares has not been registered under the Securities 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 3 contracts

Samples: Subscription Agreement (Mirum Pharmaceuticals, Inc.), Subscription Agreement (Mirum Pharmaceuticals, Inc.), Securities Purchase Agreement (Intercept Pharmaceuticals, Inc.)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has have not been registered under the Securities Act or the Israeli Securities Laws or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Compugen LTD), Securities Purchase Agreement (Compugen LTD)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities 1933 Act or any applicable state or other securities laws of the United States or any other jurisdiction and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 2 contracts

Samples: Subscription Agreement (Korro Bio, Inc.), Subscription Agreement (Frequency Therapeutics, Inc.)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 2 contracts

Samples: Subscription Agreement (Vecta Inc.), Subscription Agreement (Vecta Inc.)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities Purchased Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 1 contract

Samples: Subscription Agreement (Support.com, Inc.)

Investment Representations and Warranties. The Purchaser understands Purchasers understand and agrees agree that the offering and sale of the Securities has not been registered under the Securities 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Purchasers’ representations as expressed herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Idera Pharmaceuticals, Inc.)

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Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering offering, the availability of which depend upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed hereincontained in Section 4 of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (La Jolla Pharmaceutical Co)

Investment Representations and Warranties. The Such Purchaser understands and agrees that the offering and sale of the Securities has have not been registered under the Securities Act or any applicable state securities laws and is are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale.

Appears in 1 contract

Samples: Securities Purchase Agreement (Irvine Sensors Corp/De/)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

Appears in 1 contract

Samples: Subscription Agreement (Q32 Bio Inc.)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering offer and sale of the Securities Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinin this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cidara Therapeutics, Inc.)

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering offering, the availability of which depend upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed hereincontained in Sections 4.6, 4.7, 4.8 and 4.9 of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (RXi Pharmaceuticals Corp)

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