Common use of Waiver of Conflicts Clause in Contracts

Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, may have in the past performed and may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of such Purchasers or their affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Versant Ventures II LLC), Securities Purchase Agreement (Helicos Biosciences Corp), Securities Purchase Agreement (Helicos Biosciences Corp)

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Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, may have has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of such Purchasers or their affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cytori Therapeutics, Inc.), Securities Purchase Agreement (Ardea Biosciences, Inc./De), Securities Purchase Agreement (Cytori Therapeutics, Inc.)

Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, may have has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of such Purchasers or their affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [COMPANY SIGNATURE PAGE FOLLOWS]

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ardea Biosciences, Inc./De), Securities Purchase Agreement (Ardea Biosciences, Inc./De)

Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, may have has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of such Purchasers or their affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.. (Signature Pages Follow)

Appears in 1 contract

Samples: Securities Purchase Agreement (Lpath, Inc)

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Waiver of Conflicts. Each party to this Agreement acknowledges that Company CounselXxxxxxxx LLP (“Honigman”), outside general counsel to the Company, may have has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the Transaction Documents“Offering”), including representation of such Purchasers or their affiliates in matters of a similar nature to the transactions contemplated by the Transaction DocumentsOffering. The applicable rules of professional conduct require that Company Counsel Honigman inform the parties hereunder of this representation and obtain their consent. Company Counsel Honigman has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents Offering solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction DocumentsOffering, Company Counsel Honigman has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s Xxxxxxxx'x representation of the Company in the transactions contemplated by Offering. Signatures on the Transaction Documents.Following Page

Appears in 1 contract

Samples: Securities Purchase Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)

Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, may have has in the past performed and is or may now or in the future represent one the Purchaser or more Purchasers or their its affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of such Purchasers Purchaser or their its affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and each Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not any the Purchaser or any stockholder, director or employee of the Company or any Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Appears in 1 contract

Samples: Stock Purchase Agreement (Maxwell Technologies Inc)

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