Common use of Reliance on Exemptions Clause in Contracts

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

Appears in 5 contracts

Samples: Securities Subscription Agreement (Healing Co Inc.), Securities Subscription Agreement (Healing Co Inc.), Put Option Agreement (Healing Co Inc.)

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

Appears in 4 contracts

Samples: Subscription Agreement (Meridian Waste Solutions, Inc.), Subscription Agreement (Meridian Waste Solutions, Inc.), Subscription Agreement (Meridian Waste Solutions, Inc.)

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

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Subscription Agreement (GigCapital5, Inc.), Subscription Agreement (GigCapital5, Inc.), Subscription Agreement (GigCapital5, Inc.)

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

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Subscription Agreement (MedTech Acquisition Corp), Subscription Agreement (MedTech Acquisition Corp), Letter Agreement (MedTech Acquisition Corp)

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

Appears in 3 contracts

Samples: Subscription Agreement (SMTC Corp), Seventh Amendment Subscription Agreement (SMTC Corp), Subscription Agreement (KushCo Holdings, Inc.)

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

Appears in 3 contracts

Samples: Subscription Agreement (Event Cardio Group Inc.), Subscription Agreement (Event Cardio Group Inc.), Subscription Agreement (Event Cardio Group Inc.)

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

Appears in 3 contracts

Samples: Subscription Agreement (3dicon Corp), Common Stock Subscription Agreement (Aerkomm Inc.), Seed Preferred Stock Subscription Agreement (Healing Co Inc.)

Reliance on Exemptions. The Subscriber agrees, acknowledges and understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and applicable state securities or “blue sky” laws and that the Company is and its counsel are relying upon the truth and accuracy of, and the Subscriber’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Securities.

Appears in 3 contracts

Samples: Subscription Agreement (Arno Therapeutics, Inc), Subscription Agreement (Leafbuyer Technologies, Inc.), Subscription Agreement (Nile Therapeutics, Inc.)

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

Appears in 3 contracts

Samples: Subscription Agreement (Intersections Inc), Subscription Agreement (Intersections Inc), Subscription Agreement (Intersections Inc)

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

Appears in 2 contracts

Samples: Subscription Agreement (Sports Field Holdings, Inc.), Subscription Agreement (Jerrick Media Holdings, Inc.)

Reliance on Exemptions. The Subscriber understands that the Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of United States federal and state securities laws and/or other applicable state laws to the extent applicable to Non-PA Subscribers and that the Company is relying in part upon the truth and accuracy of, and the Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Securities.

Appears in 2 contracts

Samples: Subscription Agreement (Entera Bio Ltd.), Subscription Agreement (Entera Bio Ltd.)

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

Appears in 2 contracts

Samples: Subscription Agreement (Quotient LTD), Subscription Agreement (Quotient LTD)

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

Appears in 2 contracts

Samples: Stock Subscription Agreement (Raging Capital Management, LLC), Stock Subscription Agreement (Raging Capital Management, LLC)

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

Appears in 2 contracts

Samples: Subscription Agreement (Metalico Inc), Subscription Agreement (American Virtual Cloud Technologies, Inc.)

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

Appears in 1 contract

Samples: Subscription Agreement (Avp Inc)

Reliance on Exemptions. The Subscriber understands that the Securities Shares are being offered and sold issued to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws or “blue sky” laws, including Section 4(2) of the Securities Act and that the Company is relying upon the truth and accuracy of, and the Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the SecuritiesShares.

Appears in 1 contract

Samples: Subscription Agreement (Security Capital Assurance LTD)

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

Appears in 1 contract

Samples: Subscription Agreement (Point Therapeutics Inc)

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

Appears in 1 contract

Samples: Subscription Agreement (Sillerman Robert F X)

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

Appears in 1 contract

Samples: Subscription Agreement (SFX Entertainment, INC)

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

Appears in 1 contract

Samples: Subscription Agreement (Quotient LTD)

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

Appears in 1 contract

Samples: Subscription Agreement (China Technology Development Group Corp)

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

Appears in 1 contract

Samples: Debt Settlement and Subscription Agreement (Eco Science Solutions, Inc.)

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

Appears in 1 contract

Samples: Subscription Agreement (Imation Corp)

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