Common use of Reliance Upon Purchaser’s Representations Clause in Contracts

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Roo Group Inc), Securities Purchase Agreement (Iomai Corp), Securities Purchase Agreement (Roo Group Inc)

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Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s 's reliance on such exemption is based on each Purchaser’s 's representations set forth herein.

Appears in 5 contracts

Samples: Common Stock Purchase Agreement (Nutrition 21 Inc), Securities Purchase Agreement (Hi/Fn Inc), Common Stock Purchase Agreement (Patient Infosystems Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act Act, the securities laws of any State of the United States or the securities laws of any other applicable jurisdiction, on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and exempt from any comparable registration requirement under the securities laws of any other applicable jurisdiction, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Antigenics Inc /De/), Securities Purchase Agreement (Armen Garo H), Securities Purchase Agreement (Antigenics Inc /De/)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Zix Corp), Securities Purchase Agreement (Zix Corp), Securities Purchase Agreement (Zix Corp)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Medefile International, Inc.), Common Stock Purchase Agreement (Vivus Inc), Common Stock Purchase Agreement (Vivus Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance offer and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance offer and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Quepasa Corp), Securities Purchase Agreement (Ocz Technology Group Inc), Securities Purchase Agreement (Ocz Technology Group Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s 's reliance on such exemption is based on each Purchaser’s 's representations set forth herein.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Globecomm Systems Inc), Securities Purchase Agreement (Roo Group Inc), Securities Purchase Agreement (Biopure Corp)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(24(a)(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance offer and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance offer and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s reliance on such exemption is based on each the Purchaser’s representations set forth herein.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Quepasa Corp), Securities Purchase Agreement (Quepasa Corp), Securities Purchase Agreement (Quepasa Corp)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Units to it will not be registered under the Securities Act Act, the securities laws of any State of the United States or the securities laws of any other applicable jurisdiction, on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and exempt from any comparable registration requirement under the securities laws of any other applicable jurisdiction, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tamir Biotechnology, Inc.), Securities Purchase Agreement (Alfacell Corp)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities shares of Common Stock to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 2 contracts

Samples: Purchase Agreement (Liveworld Inc), Purchase Agreement (Liveworld Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s 's reliance on such exemption is based on each Purchaser’s 's representations set forth herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Gvi Security Solutions Inc), Securities Purchase Agreement (Northwest Biotherapeutics Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will Shares have not be been registered under the Securities Act on the ground grounds that such the transactions contemplated by this Agreement and the issuance and sale will be of the securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and Rule 506 of Regulation D promulgated thereunder, and that the Company’s Piedmont's reliance on such exemption is based predicated on each the Purchaser’s 's representations set forth herein.

Appears in 2 contracts

Samples: Reorganization and Share Exchange Agreement (Piedmont Mining Company, Inc.), Series a Preferred Stock Purchase Agreement (Piedmont Mining Company, Inc.)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance offer and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance offer and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Quepasa Corp), Securities Purchase Agreement (Quepasa Corp)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s 's reliance on such exemption is based on each Purchaser’s 's representations set forth herein.

Appears in 1 contract

Samples: Purchase Agreement (Therma Wave Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.under

Appears in 1 contract

Samples: Securities Purchase Agreement (Stemcells Inc)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of the Purchased Securities to it will are not be registered under the Securities Act on the ground that such the sale provided for in this Agreement and the issuance and sale will be of the Securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based predicated on each such Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Operating Agreement (Liquidmetal Technologies Inc)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wet Seal Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(24(a)(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cirque Energy, Inc.)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will Shares are not be registered under the Securities Act on the ground that such the sale provided for in this Agreement and the issuance and sale will be of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s reliance on any such exemption is based predicated on each the Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Preferred Share Purchase Agreement (Kingsoft Internet Software Holdings LTD)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Notes and the Warrants to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based in part on each Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Convertible Note and Warrant Purchase Agreement (Bulldog Technologies Inc)

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Reliance Upon Purchaser’s Representations. The Purchaser understands and acknowledges that the offer, issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such offer, issuance and sale will be exempt from registration under the Securities Act pursuant to Regulation D thereunder and Section 4(2) thereof, and that the Company’s reliance on such exemption is based on the accuracy and truthfulness of each Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Smith Micro Software Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s 's reliance on such exemption is based on each the Purchaser’s 's representations set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genta Incorporated /De/)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of the Purchased Securities to it will Shares and the Warrants hereunder has not be been registered under the Securities Act on the ground that such issuance and sale will be exempt is being carried out in accordance with an exemption from registration under provided by Section 4(2) of the Securities Act pursuant to Section 4(2) thereofand Regulation D thereunder, and that the Company’s reliance on such exemption is based with respect to the issuance of the Shares and the Warrants depends in part on each such Purchaser’s representations set forth hereinand warranties hereunder.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (World Health Alternatives Inc)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of the Purchased Securities to it will Shares hereunder has not be been registered under the Securities Act Act, based on the ground that such issuance and sale will be exempt exemption from registration under the Securities Act pursuant to provided by Section 4(2) thereofof the Securities Act, and that the Company’s reliance on such exemption is based depends in part on each such Purchaser’s representations set forth hereinand warranties in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tippingpoint Technologies Inc)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of the Purchased Securities to it will hereunder has not be been registered under the Securities Act Act, based on the ground that such issuance and sale will be exempt exemption from registration under provided by Section 4(2) of the Securities Act pursuant to Section 4(2) thereofand Regulation D thereunder, and that the Company’s 's reliance on such exemption is based with respect to the issuance of the Securities depends in part on each such Purchaser’s 's representations set forth hereinand warranties hereunder.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Evergreen Solar Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale Securities, at the time of the Purchased Securities to it will issuance, may not be registered under the Securities Act on the ground that the sale provided for in this Agreement, and the issuance of such issuance and sale will be Securities hereunder, is exempt from registration under the Securities Act pursuant to Section 4(2) thereofthereof and Regulation D thereunder, and that the Company’s reliance on such exemption is based predicated on each the Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nexmed Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s 's, Warburg Investors' and the Liquidating Trust's reliance on such exemption is based on each the Purchaser’s 's representations set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Warburg Pincus Investors Lp)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities to it will Shares hereunder has not be been registered under the Securities Act Act, based on the ground that such issuance and sale will be exempt exemption from registration under provided by Section 4(2) of the Securities Act pursuant to Section 4(2) thereofand Regulation D thereunder, and that the Company’s 's reliance on such exemption is based with respect to the issuance of the Shares depends in part on each the Purchaser’s 's representations set forth hereinand warranties hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Evergreen Solar Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act Act, the securities laws of any State of the United States or the securities laws of any other applicable jurisdiction, on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(24(a)(2) thereof, and exempt from any comparable registration requirement under the securities laws of any other applicable jurisdiction, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (CTD Holdings Inc)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares, the Warrants and the Warrant Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Physiometrix Inc)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of that, subject to Section 5 hereof, the Purchased Securities sold to it will not initially be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereofAct, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Zix Corp)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale of the Purchased Securities Shares, the Warrant and the Warrant Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s 's reliance on such exemption is based in part on each Purchaser’s 's representations set forth herein.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Proxim Inc /De/)

Reliance Upon Purchaser’s Representations. The Such Purchaser understands that the issuance and sale of the Purchased Securities Shares to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth hereinherein and in the Suitability Questionnaire.

Appears in 1 contract

Samples: Securities Purchase Agreement (NextWave Wireless Inc.)

Reliance Upon Purchaser’s Representations. The Purchaser understands that the issuance and sale Securities, at the time of the Purchased Securities to it will issuance, may not be registered under the Securities Act on the ground that the sale provided for in this Agreement, and the issuance of such issuance and sale will be Securities hereunder, is exempt from registration under the Securities 1933 Act pursuant to Section 4(2) thereofthereof and Regulation D thereunder, and that the Company’s 's reliance on such exemption is based predicated on each the Purchaser’s 's representations set forth herein.

Appears in 1 contract

Samples: Purchase Agreement (Nexmed Inc)

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