Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser hereby severally represents and warrants to, and covenants with, the Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting an investment decision like that involved in the purchase of the Shares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act of 1933; (iii) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Shares except in compliance with the Act and the Rules and Regulations; (iv) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Safeguard Scientifics Inc Et Al), Stock Purchase Agreement (Chromavision Medical Systems Inc)

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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser hereby severally of the Purchasers represents and warrants to, and covenants with, the Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting securities representing an investment decision like that involved in the purchase of the Shares Shares, the Warrants and the WarrantsWarrant Shares, including investments in securities issued by the CompanyCompany and comparable entities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such SharesShares and Warrants, Warrants or Adjustment Shares or any and no arrangement or understanding exists with any other persons regarding the distribution of such Shares within or Warrants (this representation and warranty not limiting such Purchaser’s right to sell such Shares and the meaning of Section 2(11) of Warrant Shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of 1933a breach of this representation and warranty, such Purchaser’s right to indemnification under Section 7.3); (iii) except pursuant to the Registration Statement or otherwise in compliance with the Securities Act and the Rules and Regulations, such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Warrant Shares, nor will such Purchaser engage in any short sale which results in a disposition of any of the Shares, Warrants or Warrant Shares by Purchaser (except for a short sale executed at a price in compliance with excess of the Act and then applicable “Warrant Exercise Price” per share as defined in the Rules and RegulationsWarrant); (iv) such Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereofhereof and will be true and correct as of the effective date of the Registration Statement, and such Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire; (v) such Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the SEC Documents Public Filings and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; and (vi) such Purchaser is an "accredited investor" within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act; and (vii) such Purchaser agrees to notify the Company immediately of any change in any of the foregoing information until such time as such Purchaser has sold all of its Shares, Warrants and Warrant Shares or the Company is no longer required to keep the Registration Statement effective.

Appears in 1 contract

Samples: Purchase Agreement (Datalink Corp)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser hereby severally represents and warrants to, and covenants with, the Company that: (ia) such Purchaser Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting presenting an investment decision like that involved in the purchase of the Shares and the WarrantsShares, including investments in securities issued by the Company; (b) such Purchaser or its counsel, and has accountants or other investment advisers have requested, received, reviewed and considered all information it deems deemed relevant by them in making an informed decision to purchase the Shares and the WarrantsShares; (iic) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 SECTION 1.1 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within (this representation and warranty not limiting the meaning Purchaser's right to sell pursuant to the Registration Statement or, other than with respect to any claims arising out of Section 2(11) a breach of this representation and warranty, the Securities Act of 1933Purchaser's right to indemnification under SECTION 6.3); (iiid) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Shares except in compliance with the Act and the Rules and Regulations; (iv) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix ISecurities Act, and the answers thereto are true rules and correct as of the date hereofregulations promulgated thereunder; (ve) such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 SECTION 1.1 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein, as well as any investigation of the Company completed by the Purchaser or its counsel, accountants or other investment advisers; and (vif) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wattage Monitor Inc)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each of the undersigned Purchasers, separately and not jointly, makes the following additional agreements, representations, declarations, acknowledgments and warranties with the intent that the same may be relied upon in determining its suitability as a purchaser of Units: Such Purchaser hereby severally represents and warrants to, and covenants with, the Company agrees that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting an investment decision like that involved ; in the purchase event his principal residence or its principal place of the Shares and the Warrantsbusiness changes, including investments in securities issued by he or it will promptly notify the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act of 1933; (iii) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Shares except in compliance with the Act and the Rules and Regulations; (iv) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such . Such Purchaser is an "accredited investor" within as defined in Regulation D. Such Purchaser has received, read, understands and is familiar with this Subscription Agreement. The Units subscribed for herein by such Purchaser will be acquired solely by and for the meaning account of Rule 501 such Purchaser, for investment, and are not being purchased for subdivision, fractionalization, resale or distribution, such Purchaser has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any part of Regulation D promulgated the Units for which such Purchaser hereby subscribes, and such Purchaser has no present plans or intentions to enter into any such contract undertaking or arrangement. In order to induce the Company to issue and sell the Units subscribed for hereby to such Purchaser, the undersigned agrees that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Units by anyone but such Purchaser. The undersigned acknowledges that he generally must hold the Units (and any common stock issued on conversion of the Warrants) for a minimum period of one year and may not sell, transfer, pledge or otherwise dispose of the Units without registration under the Securities ActAct or the Laws unless an exemption from registration is available. Further, such Purchaser shall provide, if the Company so requires, an opinion of counsel, that the intended disposition will not violate the Securities Act or the Laws or the rules and regulations of the Securities and Exchange Commission or of any state securities commission promulgated under such statutes. None of the Units, Shares nor Warrants have been registered under the Securities Act and cannot be sold or transferred without compliance with the registration provisions of said Securities Act or compliance with exemptions, if any, available thereunder. Such Purchaser expressly represents that: (a) he has such knowledge and experience in financial and business matters in general, and in investments in shares of common stock and warrants, in particular, and that he is capable of evaluating the merits, risks and other facets of the subject investment (b) his financial condition is such that he has no need for liquidity with respect to his investment in the Units to satisfy any existing or contemplated undertaking or indebtedness; (c) he is able to bear the economic risk of his investment in the Units for an indefinite period of time, including the risk of losing all of his investment; (d) he has either secured independent tax advice with respect to his investment in the Units, upon which he is relying, or he is sufficiently familiar with the income taxation of corporations that he deemed such independent advice to be unnecessary; (e) he has participated in other privately placed investments and/or he has such knowledge and experience in business and financial matters, has the capacity to protect his own interest in investments like the subject investment, and is capable of evaluating the risks, merits and other facets of the subject investment. Such Purchaser was not induced to invest by any form of general solicitation or general advertising including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the television or radio; and (ii) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising. Purchaser has received and reviewed the Company's 2000 Form 10-KSB, the latest proxy statement filed by the Company on Schedule 14A and the latest quarterly report of the Company on Form 10-QSB (the "Offering Documents") and the "Risk Factors" attached hereto. Such Purchaser expressly acknowledges that: (a) the Units are a speculative investment that involve a high degree of risk of loss of the entire investment of the undersigned in the Company; (b) no federal or state agency has reviewed or passed upon the adequacy or accuracy of the information set forth in the Offering Documents, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Units as an investment; (c) there will be no public market for the Units and, accordingly, it may not be possible for the undersigned to liquidate his investment in the Units; (d) the Units shall bear a legend describing the restrictions on transfer; and (e) any anticipated federal and/or state income tax benefits applicable to the Units may be lost through changes in, or adverse interpretations of, existing laws and regulations. Such Purchaser has relied only on such information contained in the Offering Documents and no other information in determining whether to subscribe for Units. All information that such Purchaser has provided concerning himself and his financial condition is correct and complete as of the date set forth on the subscription page hereof, and if there should be any material change in such information prior to the acceptance of his subscription for the Units that he is purchasing, he will immediately provide such information to the Company. Such Purchaser acknowledges that an investment in the Company is risky and that the undersigned has reviewed all of the risk factors set forth in the Appendix hereto. If the Purchaser is an entity, the Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization. The Purchaser has all necessary power and authority to own its properties and to consummate the transactions contemplated by this Agreement; this Agreement has been duly authorized, executed and delivered on behalf of the Purchaser, and is the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and the execution and performance of this Agreement by the Purchaser will not violate or conflict with any existing agreement by which the Purchaser is bound. Crestview acknowledges that The Shemano Group will be receiving a 6% placement fee and 3% warrant coverage with respect to amounts invested by Crestview. Each Purchaser grants to Crestview an irrevocable power of attorney to make such changes, as Crestview determines in its sole discretion, as are necessary and advisable so that the Agreement and the Warrant are in compliance with NASDAQ rules and regulations in order to avoid delisting of the Company's common stock by NASDAQ, provided that such changes, in the aggregate, do not (in the determination of Crestview) have a materially adverse impact on such Purchaser's investment in the Company. Each Purchaser shall promptly supply such information as is reasonably requested by the Company to prepare any Registration Statements for the Shares and Warrant Shares.

Appears in 1 contract

Samples: Subscription Agreement (Ceco Environmental Corp)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser Upon the authorization by you of the release of the Securities, the several Purchasers propose to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Circular and each Purchaser, severally and not jointly, hereby severally represents and warrants to, and covenants with, agrees with the Company Issuers that: It will offer and sell the Securities only (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is to persons who it reasonably believes are "qualified to make, decisions with respect to investments in shares constituting an investment decision like that involved in the purchase of the Shares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; institutional buyers" (ii"QIBs") such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act of 1933; (iii) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Shares except in compliance with Rule 144A under the Act in transactions meeting the requirements of Rule 144A or (ii) upon the terms and the Rules and Regulations; (iv) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number of Shares conditions set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties Annex I of the Company contained hereinthis Agreement; and (vi) such Purchaser It is an institutional "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Act; and It has not offered and will not offer or sell the Securities by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) under the Act. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on December 15, 2004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Issuers or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Time of Delivery"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Purchasers against payment by the several Purchasers through the Representatives of the purchase price thereof to or upon the order of the Issuers by wire transfer payable in same-day funds to the account specified by the Issuers. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including, without limitation, the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 7(i) hereof, will be delivered at such time and date at the offices of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 or such other location as the parties mutually agree (the "Closing Location"), and the Securities will be delivered to the Depository Trust Company, unless otherwise instructed by the Representatives, all at the Time of Delivery. A meeting will be held at the Closing Location at 6 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Appears in 1 contract

Samples: Due 2010 Purchase Agreement (Cco Holdings Capital Corp)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser Upon the authorization by you of the release of the Securities, the several Purchasers propose to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum and each Purchaser, severally and not jointly, hereby severally represents and warrants to, and covenants with, agrees with the Company Issuer that: It will offer and sell the Securities only to persons who it reasonably believes are "qualified institutional buyers" (i"QIBs") such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting an investment decision like that involved in the purchase of the Shares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act of 1933; (iii) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Shares except in compliance with Rule 144A under the Act and in transactions meeting the Rules and Regulationsrequirements of Rule 144A; (iv) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such Purchaser It is an institutional "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Act; and It has not offered and will not offer or sell the Securities by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) under the Act. Delivery and Payment. Delivery of and payment for the Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Time of Delivery) shall be made at 10:00 A.M., New York City time, on November 22, 2004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Time of Delivery"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Purchasers against payment by the several Purchasers through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to the account specified by the Issuer. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Time of Delivery, the Issuer will deliver the Option Securities (at the expense of the Issuer) to the Representatives on the Option Closing Date specified by the Representatives (which shall be no earlier than three Business Days after exercise of said option) for the respective accounts of the several Purchasers, against payment by the several Purchasers through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to the account specified by the Issuer. If settlement for the Option Securities occurs after the Time of Delivery, the Issuer will deliver to the Representatives on the Option Closing Date, and the obligation of the Purchasers to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered at the Time of Delivery pursuant to Section 7 hereof. The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including, without limitation, the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 7(m) hereof, will be delivered at such time and date at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other location as the parties mutually agree (the "Closing Location"), and the Securities will be delivered to the Depository Trust Company, unless otherwise instructed by the Representatives, all at the Time of Delivery. A meeting will be held at the Closing Location at 6 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Appears in 1 contract

Samples: Due 2009 Purchase Agreement (Charter Communications Inc /Mo/)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser hereby severally represents acknowledges that the offering and warrants to, and covenants with, the Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting an investment decision like that involved in the purchase sale of the Shares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares Warrants and the Warrants; issuance of the Warrant Shares upon exercise of the Warrants have not been registered under the Securities Act or any state securities law and that the Shares, the Warrants and the Warrant Shares may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such Purchaser offer, sale, pledge or transfer is or will be acquiring exempt from any registration and prospectus delivery requirements of the number of Shares and the Warrants set forth in Section 2 above Securities Act and any Adjustment applicable state securities laws or (iii) unless the Shares referred or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in Section 9.1 in accordance with the ordinary course of its business and for its own account for investment only and with no present intention of distributing any terms of such rule. Each certificate for the Shares issued at the Closing, or the Warrant Shares, Warrants as the case may be, or Adjustment upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of represented by this certificate have not been registered under the Securities Act of 1933; (iii) , as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such Purchaser will notregistration unless the Company receives an opinion of counsel, directly or indirectlyin form, substance and scope reasonably acceptable to the Company, that such offer, sellsale, pledge, pledge or transfer or otherwise dispose of (or solicit is exempt from any offers to buy, purchase or otherwise acquire or take a pledge of) any registration and prospectus delivery requirements of the Shares, Warrants or Adjustment Shares except in compliance with the Securities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Rules and Regulations; (iv) such Purchaser has completed or caused to be completed Warrants will contain a similar legend, as set forth on the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as top of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number form of Shares Warrant set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.Exhibit A.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cell Pathways Inc /De)

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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company and the Placement Agent as of the Initial Closing, the Second Closing, the Second Shortfall Closing, the Optional Closing and the Optional Shortfall Closing, as applicable: (a) Each Purchaser hereby severally represents and warrants tothat: (a) Purchaser has all requisite legal and corporate or other power and capacity and has taken all requisite corporate or other action to execute and deliver this Agreement, to purchase the Securities and to carry out and perform all of its obligations under this Agreement; and (b) this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it was, and covenants withas of the date hereof it is, the Company thatand on each date on which it exercises any Warrants, it will be either: (i) such an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Purchaser is knowledgeable, sophisticated aware of the Company’s business affairs and experienced financial condition and has had access to and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in making, and is qualified to make, decisions connection with respect to investments in shares constituting an investment decision like that involved in the purchase of the Securities. Purchaser acknowledges that it has had the opportunity to review the Company’s filings with the Commission and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities and (ii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (c) Each Purchaser is purchasing the Securities, and upon exercise of the Warrants will acquire the Warrant Shares and issuable upon exercise of the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account account, for investment only purposes only, and not with no a present intention of distributing any of such Sharesview to, Warrants or Adjustment Shares for, resale, distribution or any arrangement fractionalization thereof, in whole or understanding with any other persons regarding the distribution of such Shares in part, within the meaning of Section 2(11) the Securities Act. Each Purchaser understands that its acquisition of the Securities Act of 1933; (iii) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Shares except in compliance with the Act and the Rules and Regulations; (iv) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated not been registered under the Securities Act.18. 74109921_16

Appears in 1 contract

Samples: Subscription Agreement (Genocea Biosciences, Inc.)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser hereby severally but not jointly represents and warrants to, and covenants with, the Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting representing an investment decision like that involved in the purchase of the Shares and the WarrantsShares, including investments in securities issued by the CompanyCompany and comparable entities, and has requestedhad the opportunity to request, receivedreceive, reviewed review and considered consider all information it deems relevant in making an informed decision to purchase the Shares and the WarrantsShares; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 opposite its name on Schedule I hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within (this representation and warranty not limiting the meaning of Section 2(11) of Purchaser’s right to sell pursuant to the Registration Rights Agreement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of 1933a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.2); (iii) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment nor will such Purchaser engage in any short sale that results in a disposition of any of the Shares by such Purchaser, except in compliance with the Securities Act and the Rules and RegulationsRegulations and any applicable state securities laws; (iv) such Purchaser has completed or caused had an opportunity to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as discuss this investment with representatives of the date hereofCompany and ask questions of them; (v) such Purchaser has, in connection with its decision to purchase is an “accredited investor” within the number meaning of Shares set forth in Section 2 above, relied solely upon Rule 501(a) of Regulation D promulgated under the SEC Documents and the representations and warranties of the Company contained hereinSecurities Act ; and (vi) such Purchaser is an "accredited investor" within agrees to notify the meaning Company immediately of Rule 501 any change in any of Regulation D promulgated under the Securities Actforegoing information until such time as such Purchaser has sold all of its Shares.

Appears in 1 contract

Samples: Purchase Agreement (Saba Software Inc)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company and the Placement Agent as of the Closing: (a) Each Such Purchaser hereby severally represents has all requisite legal and warrants tocorporate or other power and capacity and has taken all requisite corporate or other action to execute and deliver this Agreement, to purchase the Securities and to carry out and perform all of its obligations under this Agreement; and (b) this Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally. (b) At the time such Purchaser was offered the Securities, it was, and covenants withas of the date hereof it is, and on the Company thatdate on which it exercises any Warrants, it will be either: (i) such an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is knowledgeable, sophisticated aware of the Company’s business affairs and experienced financial condition and has had access to and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Such Purchaser has such business and financial experience as is required to give it the capacity to protect its own interests in making, and is qualified to make, decisions connection with respect to investments in shares constituting an investment decision like that involved in the purchase of the Securities. Such Purchaser acknowledges that it has had the opportunity to review the Company’s filings with the Commission and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities and (ii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (c) Such Purchaser is purchasing the Securities, and upon exercise of the Warrants will acquire the Warrant Shares and issuable upon exercise of the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account account, for investment only purposes only, and not with no a present intention of distributing any of such Sharesview to, Warrants or Adjustment Shares for, resale, distribution or any arrangement fractionalization thereof, in whole or understanding with any other persons regarding the distribution of such Shares in part (within the meaning of Section 2(11the Securities Act) in violation of the Securities Act of 1933; (iii) such Act. Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any understands that its acquisition of the Shares, Warrants or Adjustment Shares except in compliance with the Act and the Rules and Regulations; (iv) such Purchaser Securities has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated not been registered under the Securities Act.Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among 14. 84474864_12

Appears in 1 contract

Samples: Securities Purchase Agreement (Genocea Biosciences, Inc.)

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser hereby severally represents and warrants to, and covenants with, the Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting representing an investment decision like that involved in the purchase of the Notes and Shares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares Notes and the WarrantsShares; (ii) such Purchaser is or will be acquiring the number of Notes and Shares and the Warrants as set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants Notes or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Notes and Shares within (this representation and warranty not limiting each Purchaser’s right to resell pursuant to the meaning Registration Statement or, other than with respect to any claims arising out of a breach of this representation and warranty, such Purchaser’s right to indemnification under Section 2(11) of the Securities Act of 19337.02 hereof); (iii) such each Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Contingent Shares, Warrants or Adjustment Shares if applicable, except in compliance with each of the Act and Securities Act, the Exchange Act, the Rules and RegulationsRegulations and the provisions hereof and all other applicable laws; (iv) such each Purchaser has completed or caused to be completed the Stock Certificate Registration Statement Questionnaire attached hereto as part of Appendix II for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereofhereof and will be true and correct as of the effective date of the Registration Statement and the Purchasers will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire occurring prior to the sale by it of all of the Shares and/or Contingent Shares, if any; and (v) such each Purchaser has, in connection with its decision to purchase the number of Notes and Shares as set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Immune Response Corp)

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