Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that Xxxxxxxxx, Professional Corporation (“Xxxxxxxxx”), may have represented and may currently represent certain of the Investors. In the course of such representation, Xxxxxxxxx may have come into possession of confidential information relating to such Investors. Each of the Investors and the Company acknowledges that Xxxxxxxxx is representing only the Company in this transaction. Each of the Investors and the Company understands that an affiliate of Xxxxxxxxx may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of Xxxxxxxxx’x representation of such persons and entities, Xxxxxxxxx’x possession of such confidential information and the participation by Xxxxxxxxx’x affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Biovest and Accentia hereby acknowledge that Accentia owns more than a majority of the outstanding capital stock of Biovest, and that certain directors, officers and employees of Biovest also have positions as officers, directors or employees of Accentia. In light of the potential conflicts of interest resulting from the interrelationship of the parties, Biovest has committed to submit this Agreement and the potential conflicts of interest arising there from to the Biovest Audit Committee. All members of the Biovest Audit Committee are independent from any relationship with Accentia. Further, Biovest has committed that the Biovest Audit Committee shall engage independent legal counsel and Accentia has also committed that it shall engage independent legal counsel because the general counsel and entire legal staff used by both Biovest and Accentia are shared resources by Biovest and Accentia. The role of general counsel and in-house legal staff of Biovest and Accentia shall be limited to initial drafting and to supporting independent legal counsel. Biovest further represents that this Agreement shall not be submitted to the full Board of Directors of Biovest unless this Agreement has been recommended by the Biovest Audit Committee. Biovest, following the recommendation of its Audit Committee and with the approval of its Board of Directors, by executing this Agreement shall be deemed to expressly acknowledge and waive the potential conflicts of interest associated with this Agreement. Only after receipt of the commitments, representations and mutual assurances that all reasonable and necessary steps to assure that all potential conflicts of interest have been fully disclosed, addressed, and fairly and completely resolved or waived by Biovest and Accentia, have the parties entered into this Agreement.
Waiver of Potential Conflicts of Interest. The Investor represents that it has had the opportunity and been advised by the Company to consult with independent counsel concerning entering into the transactions contemplated herein.
Waiver of Potential Conflicts of Interest. Each of the Purchasers and the Company acknowledges that Xxxxxx & Xxxxxxx LLP (“Latham”) may have represented and may currently represent certain of the Purchasers. In the course of such representation, Latham may have come into possession of confidential information relating to such Purchasers. Each of the Purchasers and the Company acknowledges that Xxxxxx is representing only the Company in this transaction. By executing this Agreement, each of the Purchasers and the Company hereby waives any actual or potential conflict of interest which has or may arise as a result of Xxxxxx’x representation of such persons and entities, and represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Buyers, for themselves and on behalf of their affiliates, successors and assigns, expressly waive any conflicts of interest or potential conflicts of interest discussed in Section 2(bb) of this Agreement and agree that the Company and its affiliates shall have no liability to any Buyer or their affiliates, successors and assigns with respect to such conflicts of interest or potential conflicts of interest.
Waiver of Potential Conflicts of Interest. Each of the Purchasers and the Company acknowledges that Xxxxxx, Xxxx & Xxxxxxxx, LLP (“Xxxxxx Xxxx”) may have represented and may currently represent certain of the Purchasers. In the course of such representation, Xxxxxx Xxxx may have come into possession of confidential information relating to such Purchasers. Each of the Purchasers and the Company acknowledges that Xxxxxx Xxxx is representing only the Company in this transaction. By executing this Agreement, each of the Purchasers and the Company hereby waives any actual or potential conflict of interest which has or may arise as a result of Xxxxxx Xxxx’x representation of such persons and entities, and represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Each of the Holders and the Company acknowledges that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) may have represented and may currently represent such Holder and other Holders in matters unrelated to the transactions contemplated by this Agreement. In the course of such representation, WSGR may have come into possession of confidential information relating to such Holders. Each of the Holders and the Company acknowledges that WSGR is representing only the Company in this transaction. Each of the Holders and the Company understands that an affiliate of WSGR is a Holder under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Holders and the Company hereby waives any actual or potential conflict of interest that may arise in this financing as a result of WSGR’s representation of such persons or entities in the financing, WSGR’s possession of such confidential information and the rights of WSGR’s affiliate as a Holder under this Agreement. Each of the Holders and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to such Investors. Each of the Investors and the Company acknowledges that WSGR is representing only the Company in this transaction. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities and WSGR’s possession of such confidential information. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. (Signature Page Follows) The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of May 17, 2021. 1btu Tenon Medical, Inc. By: /s/ Kal Mentak Name: Kal Mentak Title: CEO Note Amount: $ 600,000.00 (Signature) Fxxxx X. Xxxxxxx (Print Name) (Investor Name: name as it should appear on the Note, if different than above) The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of May 17, 2021. Tenon Medical, Inc. By: Name: Title: Note Amount: /s/ Fxxxx X. Xxxxxxx $ 600,000.00 (Signature) Fxxxx X. Xxxxxxx (Print Name) (Investor Name: name as it should appear on the Note, if different than above) Exhibit A FORM OF CONVERTIBLE PROMISSORY NOTE (form starts on next page) THIS NOTE AND THE SECURITIESISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE I...
Waiver of Potential Conflicts of Interest. Each of the Investor and the Company acknowledge that Xxxxxx, Xxxx & Xxxxxxxx LLP (“Xxxxxx Xxxx”) has represented and currently represents the Company and the Investor in unrelated matters. In the course of such representation, Xxxxxx Xxxx may have come into possession of confidential information relating to each party. Each of the Investor and the Company acknowledges that Xxxxxx Xxxx is representing only the Investor in this transaction and may not share the Company’s confidential information; similarly, Xxxxxx Xxxx may not share the Investor’s confidential information with the Company. By executing this Agreement, each of the Investor and the Company hereby waive any actual or potential conflict of interest which has or may arise as a result of Xxxxxx Xxxx’x representation of such persons and entities, and represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.
