Common use of Securities Laws Representations and Covenants of Investors Clause in Contracts

Securities Laws Representations and Covenants of Investors. (a) Each Investor represents and warrants to the Company that: this Agreement is made by the Company with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Preferred Shares to be received by such Investor will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof such that such Investors would constitute an “underwriter” under the 1933 Act; provided that this representation and warranty shall not limit (i) the Investor’s right to sell the Underlying Securities in compliance with an exemption from registration under the 1933 Act and in compliance with all applicable federal securities laws and Blue Sky Laws or (ii) the Investor’s rights to indemnification under this Agreement.

Securities Laws Representations and Covenants of Investors. (a) Each Investor represents and warrants to the Company that: this Agreement is made by the Company with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Preferred Shares Securities to be received by such Investor will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof such that such Investors would constitute an “underwriter” under the 1933 Act; provided that this representation and warranty shall not limit (i) the Investor’s right to sell the Underlying Securities in compliance with an exemption from registration under the 1933 Act and in compliance with all applicable federal securities laws and Blue Sky Laws or (ii) the Investor’s rights to indemnification under this Agreement.

Securities Laws Representations and Covenants of Investors. (a) Each Investor represents and warrants to the Company that: this Agreement is made by the Company with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Preferred Shares Securities to be received by such Investor will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof such that such Investors would constitute an “underwriter” under the 1933 Securities Act; provided that this representation and warranty shall not limit (i) limit the Investor’s right to sell the Underlying Securities Shares pursuant to the Investor Rights Agreement or in compliance with an exemption from registration under the 1933 Securities Act and in compliance with all applicable federal securities Federal Securities laws and Blue Sky Laws or (ii) the Investor’s rights right to indemnification under this Agreement, if any or the Investor Rights Agreement, if any.

Securities Laws Representations and Covenants of Investors. (a) Each Investor represents and warrants to the Company that: this This Agreement is made by the Company with such each Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor (and, in the case of Shadow Capital, LLC, Xxxx Xxxxxxxxxxxx also) hereby confirms, that the Preferred Shares Securities to be received by such Investor will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof such that such Investors Investor would constitute an “"underwriter” " under the 1933 Securities Act; provided provided, that this representation and warranty shall not limit (i) the Investor’s 's right to sell the Underlying Securities Shares pursuant to the Investor Rights Agreement or in compliance with an exemption from registration under the 1933 Securities Act and in compliance with all applicable federal securities laws and Blue Sky Laws or (ii) the Investor’s rights 's right to indemnification under this Agreement or the Investor Rights Agreement.