Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 44 contracts
Samples: Equity Purchase Agreement (Energem Corp), Common Stock Purchase Agreement (HNR Acquisition Corp.), Common Stock Purchase Agreement (Amyris, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 35 contracts
Samples: Purchase Agreement (CNS Pharmaceuticals, Inc.), Purchase Agreement (Moleculin Biotech, Inc.), Purchase Agreement
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 22 contracts
Samples: Note Purchase Agreement (Advanced Growing Systems, Inc.), Securities Purchase Agreement (Dyntek Inc), Securities Purchase Agreement (Mobivity Holdings Corp.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 17 contracts
Samples: Securities Purchase Agreement (Amnutria Dairy Inc.), Securities Purchase Agreement (Commerce Planet), Securities Purchase Agreement (Ardmore Holding CORP)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Isonics Corp), Securities Purchase Agreement (Dewmar International BMC, Inc.), Securities Purchase Agreement (Daisytek International Corporation /De/)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Champions Biotechnology, Inc.), Securities Purchase Agreement (Champions Oncology, Inc.), Securities Purchase Agreement (Imax Corp)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold issued to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 13 contracts
Samples: Form of Exchange Agreement (Advaxis, Inc.), Exchange Agreement (Rennova Health, Inc.), Exchange Agreement (Rennova Health, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 11 contracts
Samples: Form of Note Purchase Agreement (Advaxis, Inc.), Note Purchase Agreement (Stratex Oil & Gas Holdings, Inc.), Form of Note Purchase Agreement (Advaxis, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 10 contracts
Samples: Common Stock Purchase Agreement (Annovis Bio, Inc.), Common Stock Purchase Agreement (Ashford Hospitality Trust Inc), Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 9 contracts
Samples: Securities Purchase Agreement (FNDS3000 Corp), Equity Financing Agreement (Propanc Health Group Corp), Securities Purchase Agreement (Sonus Pharmaceuticals Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the 1933 Act, the rules and regulations promulgated thereunder and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 6 contracts
Samples: Purchase Agreement (Oculus Innovative Sciences, Inc.), Purchase Agreement (Oculus Innovative Sciences, Inc.), Purchase Agreement (Oculus Innovative Sciences, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it him in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 6 contracts
Samples: Shares Purchase Agreement (Fresh2 Group LTD), Shares Purchase Agreement (Fresh2 Group LTD), Common Stock Purchase Agreement (SemiLEDs Corp)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Zap), Standby Equity Purchase Agreement (TriSalus Life Sciences, Inc.), Equity Line Purchase Agreement (BTCS Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the 1933 Act, the rules and regulations promulgated thereunder and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Purchase Agreement (Precision Optics Corporation Inc), Purchase Agreement (PRECISION OPTICS Corp INC), Purchase Agreement (Claudius IV, LLC)
Reliance on Exemptions. The Investor understands that the Purchase Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchase Shares.
Appears in 5 contracts
Samples: Purchase Agreement (Obalon Therapeutics Inc), Purchase Agreement (Auris Medical Holding AG), Purchase Agreement (Kiora Pharmaceuticals Inc)
Reliance on Exemptions. The Investor understands and acknowledges that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments covenants, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Summit Financial Group Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Omni Energy Services Corp)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying relying, in part part, upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 5 contracts
Samples: Debt Exchange Agreement (Cosmos Holdings Inc.), Debt Exchange Agreement (Cosmos Holdings Inc.), Debt Exchange Agreement (Cosmos Holdings Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 5 contracts
Samples: Share Subscription Agreement (China Investment Corp), Share Subscription Agreement (Datang Telecom Technology & Industry Holdings LTD), Share Subscription Agreement (Semiconductor Manufacturing International Corp)
Reliance on Exemptions. The Investor understands that the Shares Securities ---------------------- are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Aksys LTD), Securities Purchase Agreement (Constellation 3d Inc), Securities Purchase Agreement (Greater Bay Bancorp)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in this Section 3.2 in order to determine the availability of such exemptions exemption and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/), Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Unify Corp)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Rezolute, Inc.), Securities Purchase Agreement (Molecular Templates, Inc.), Securities Purchase Agreement (Threshold Pharmaceuticals Inc)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (CancerVAX, Inc.), Exchange Agreement (Cloudcommerce, Inc.), Securities Purchase Agreement (BioSolar Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Synthetic Blood International Inc), Securities Purchase Agreement (Synthetic Blood International Inc), Securities Purchase Agreement (Synthetic Blood International Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Worldgate Communications Inc), Securities Purchase Agreement (Neomagic Corp), Securities Purchase Agreement (Microvision Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessuch Securities.
Appears in 4 contracts
Samples: Investment Agreement (Access Power Inc), Investment Agreement (Access Power Inc), Investment Agreement (Senior Care Industries Inc)
Reliance on Exemptions. The Investor understands that the Shares ------------------------ Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Da Consulting Group Inc), Securities Purchase Agreement (Nanopierce Technologies Inc), Securities Purchase Agreement (Da Consulting Group Inc)
Reliance on Exemptions. The Investor understands that the Shares are being Securities will be offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Purchase Agreement (Oxigene Inc), Purchase Agreement (BioLineRx Ltd.), Purchase Agreement (BioLineRx Ltd.)
Reliance on Exemptions. The Such Investor understands that the Shares Units are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesUnits.
Appears in 3 contracts
Samples: Purchase Agreement (GlassesOff Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.), Securities Purchase and Registration Rights Agreement (AIT Therapeutics, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings warranties of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 3 contracts
Samples: Chef Purchase Agreement (Better Therapeutics, Inc.), Chef Purchase Agreement (Senti Biosciences, Inc.), Chef Purchase Agreement (Allurion Technologies, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Xenetic Biosciences, Inc., Xenetic Biosciences, Inc., Xenetic Biosciences, Inc.
Reliance on Exemptions. The Each Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the InvestorPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor Investors set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor Investors to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Aptorum Group LTD)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein and in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Sunhydrogen, Inc.), Securities Purchase Agreement (Sunhydrogen, Inc.), Securities Purchase Agreement (Sunhydrogen, Inc.)
Reliance on Exemptions. The Investor understands that the Preferred Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Preferred Shares.
Appears in 3 contracts
Samples: Exchange Agreement (Galaxy Next Generation, Inc.), Exchange Agreement (Galaxy Next Generation, Inc.), Exchange Agreement (Galaxy Next Generation, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase and Registration Rights Agreement (Cryoport, Inc.), Securities Purchase Agreement (Fennec Pharmaceuticals Inc.), Securities Purchase Agreement (Mri Interventions, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Midwest Express Holdings Inc), Securities Purchase Agreement (Faro Technologies Inc), Registration Rights Agreement (Midwest Express Holdings Inc)
Reliance on Exemptions. The Investor understands that the Shares Units are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in significant part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesUnits.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (New Leaf Brands, Inc.), Registration Rights Agreement (New Leaf Brands, Inc.), Note and Warrant Purchase Agreement (New Leaf Brands, Inc.)
Reliance on Exemptions. The Investor understands and acknowledges that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments covenants, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchased Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities. The Investor acknowledges that it did not purchase the Securities based upon any advertisement in any publication of general circulation.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s Investor compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 3 contracts
Samples: Transaction Agreement (Marubeni Corp /Fi), Transaction Agreement (Ocwen Financial Corp), Transaction Agreement (Aircastle LTD)
Reliance on Exemptions. The Investor understands and acknowledges that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Intermountain Community Bancorp), Securities Purchase Agreement (Intermountain Community Bancorp), Securities Purchase Agreement (United Community Financial Corp)
Reliance on Exemptions. The Such Investor understands that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Bluefly Inc), Securities Purchase Agreement (Acelrx Pharmaceuticals Inc), Note and Warrant Purchase Agreement (RHO Ventures VI LP)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company Issuer is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 2 contracts
Samples: Joint Strategic Alliance and Securities Purchase Agreement (China Aoxing Pharmaceutical Company, Inc.), Joint Strategic Alliance and Securities Purchase Agreement (American Oriental Bioengineering Inc)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the such Shares.
Appears in 2 contracts
Samples: Common Stock Investment Agreement (Autobond Acceptance Corp), Common Stock Investment Agreement (Avanir Pharmaceuticals)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgments, and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Purchase Agreement (Tenon Medical, Inc.), Purchase Agreement (iBio, Inc.)
Reliance on Exemptions. The Investor understands acknowledges that the Shares Securities are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act of 1933, as amended, and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s 's compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Securities Purchase Agreement (Arcadia Resources, Inc)
Reliance on Exemptions. The Investor understands that the Shares are being Securities may be offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that each of the Company and Apexigen is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Purchase Agreement (Brookline Capital Acquisition Corp.), Purchase Agreement (Brookline Capital Acquisition Corp.)
Reliance on Exemptions. The Such Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lipid Sciences Inc/), Subscription Agreement (Coda Octopus Group, Inc.)
Reliance on Exemptions. The Investor understands and acknowledges that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mackinac Financial Corp /Mi/), Securities Purchase Agreement (Mackinac Financial Corp /Mi/)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws laws, including Section 4(2) of the Securities Act, and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Exchange Agreement (Trico Marine Services Inc), Exchange Agreement (Trico Marine Services Inc)
Reliance on Exemptions. The Investor understands that the Shares securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company Issuer is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessecurities.
Appears in 2 contracts
Samples: Wrap Around Agreement (Flint Telecom Group Inc.), Wrap Around Agreement (Flint Telecom Group Inc.)
Reliance on Exemptions. The Investor Shareholder understands that the Exchange Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s such Shareholder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor such Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor such Shareholder to acquire the Exchange Shares.
Appears in 2 contracts
Samples: Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.), Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharesexemptions.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Larimar Therapeutics, Inc.), Securities Purchase Agreement (Larimar Therapeutics, Inc.)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 2 contracts
Samples: Purchase Agreement (New Century Financial Corp), Securities Purchase Agreement (24/7 Media Inc)
Reliance on Exemptions. The Investor understands that the Acquired Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 3 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Acquired Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Jacada LTD), Securities Purchase Agreement (Igp Digital Interaction L.P.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is Obligors are relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Note Purchase and Registration Rights Agreement (Venus Concept Inc.), Exchange and Registration Rights Agreement (Venus Concept Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it the Investor in reliance on specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Registration Rights and Security Agreement (SSP Solutions Inc), Securities Purchase Agreement (SSP Solutions Inc)
Reliance on Exemptions. The Investor understands acknowledges that the Shares Securities are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are initially being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Gse Systems Inc), Securities Purchase Agreement (Gse Systems Inc)
Reliance on Exemptions. The Such Investor understands and agrees that the Shares any Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Transaction Completion and Financing Agreement (Probe Manufacturing Inc), Securities Purchase and Financing Agreement (Quantum Materials Corp.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor set forth herein in this Section 3.2 in order to determine the availability of such exemptions exemption and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vineyard National Bancorp), Securities Purchase Agreement (Vineyard National Bancorp)
Reliance on Exemptions. The Investor understands that the Acquired Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 4 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Acquired Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (WP XII Investments B.V.), Securities Purchase Agreement (CYREN Ltd.)
Reliance on Exemptions. The Investor understands that the Purchase Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchase Shares.
Appears in 2 contracts
Samples: Purchase Agreement (AIT Therapeutics, Inc.), Purchase Agreement (Auris Medical Holding Ltd.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the each Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of each of the Investor Investors set forth herein in order to determine the availability of such exemptions and the eligibility of each of the Investor Investors to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Warrant Amendment and Plan of Reorganization Agreement (Marrone Bio Innovations Inc), Warrant Exchange Agreement (Marrone Bio Innovations Inc)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor such to acquire the Shares.
Appears in 2 contracts
Samples: Purchase Agreement (Central European Distribution Corp), Purchase Agreement (Central European Distribution Corp)
Reliance on Exemptions. The Such Investor understands that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Purchased Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Athenex, Inc.), Share Purchase Agreement (Athenex, Inc.)
Reliance on Exemptions. The Investor understands acknowledges that the Shares are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (3d Systems Corp), Securities Purchase Agreement (Exact Sciences Corp)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Article 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (VeriChip CORP), Securities Purchase Agreement (Applied Digital Solutions Inc)
Reliance on Exemptions. The Investor understands that the Shares ---------------------- Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon on the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc), Securities Purchase Agreement (Applied Digital Solutions Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tag Entertainment Corp), Escrow Agreement (Mediabay Inc)
Reliance on Exemptions. The Each Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Note Purchase Agreement (Technoconcepts, Inc.), Note Purchase Agreement (Technoconcepts, Inc.)
Reliance on Exemptions. The Investor understands that the Shares Securities ---------------------- are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessuch Securities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws laws, including Section 4(2) of the Securities Act and Rule 506 of Regulation D, and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.,
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.. 12
Appears in 1 contract
Reliance on Exemptions. The Investor Such Shareholder understands that the Shares are Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investorsuch Shareholder’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Investor such Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor such Shareholder to acquire the Common Shares.
Appears in 1 contract
Samples: Share Exchange Agreement (Yadkin Valley Financial Corp)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of the Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tag Entertainment Corp)
Reliance on Exemptions. The Investor understands that the Shares Securities acquired pursuant to this Agreement are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Sharessuch Securities.
Appears in 1 contract
Samples: On Securities Purchase Agreement (Birner Dental Management Services Inc)
Reliance on Exemptions. The Such Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Industrial Services of America Inc /Fl)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares..
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. the applicable federal and state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s Investors compliance with, the representations, warranties, agreementsacknowledgments, acknowledgments understandings, agreements and understandings covenants of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Investor understands acknowledges that the Shares Securities are being offered and sold to it by the Company in reliance on specific exemptions from the registration requirements of U.S. federal the Securities Act and applicable state securities laws and that the Company is relying in part upon on the truth and accuracy of, and the Investor’s 's compliance with, the representations, covenants, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.Securities. 4.11
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities. Such Investor acknowledges that it did not purchase the Securities based upon any advertisement in any publication of general circulation.
Appears in 1 contract
Reliance on Exemptions. The Investor understands that the Advance Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Advance Shares.
Appears in 1 contract
Samples: Equity Subscription Agreement (Antelope Enterprise Holdings LTD)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. federal the Securities Act and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Investor set forth herein contained in this Agreement in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Investor understands Investors understand that the Shares Securities are being offered and sold to it the Investors in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s Investors' compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor Investors set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor Investors to acquire the SharesSecurities.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (International Remote Imaging Systems Inc /De/)
Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Threshold Pharmaceuticals Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the of such Investor’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Investor warranties set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Motorcar Parts America Inc)
Reliance on Exemptions. The Such Investor understands that the Shares Securities ---------------------- are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, covenants, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cell Therapeutics Inc)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in this Agreement in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Such Investor understands that the Shares ------------------------ Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Investor set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Citadel Security Software Inc)
Reliance on Exemptions. The Investor understands that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Purchased Shares.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Thomas Properties Group Inc)
Reliance on Exemptions. The Investor understands that the Shares ---------------------- are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Constellation 3d Inc)
Reliance on Exemptions. The Investor understands understand that the Shares are being offered and sold issued to him/her/it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements, and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Each Investor understands that the Convertible Debentures and the Conversion Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal United States Federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the Sharessuch securities.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (Majestic Companies LTD)
Reliance on Exemptions. The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Samples: Warrant Issuance Agreement (Quest Patent Research Corp)
Reliance on Exemptions. The Investor understands understand that the Shares Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s ’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Such Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Investor set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Investor to acquire the SharesSecurities.
Appears in 1 contract
