Common use of Parent and Merger Clause in Contracts

Parent and Merger. Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Option will be registered under the Securities Act and that all such Shares will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company that Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act). Merger Sub agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Parent and Merger. Sub acknowledge that no the Top-Up Option Shares issued that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and that all such Shares will be issued in reliance upon an applicable exemption from registration under the Securities Actthereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that Merger Sub is, and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor” (Accredited Investor”, as defined in Rule 501 of Regulation D under the Securities Act). Merger Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities Act).

Parent and Merger. Sub acknowledge that no the Top-Up Shares issued that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and that all such Shares will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company that Merger Sub is, and will be be, upon the purchase of the Top-Up Shares, an “accredited investor,” (as defined in Rule 501 of Regulation D under the Securities Act). Merger Sub agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Parent and Merger. Sub acknowledge that no the Top-Up Shares issued that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act Act, and that all such Shares will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company that Merger Sub iswill be, and will be upon the purchase of the Top-Up Shares, an “accredited investor” (”, as defined in Rule 501 of Regulation D under the Securities Act). Merger Sub agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).