Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 69 contracts
Samples: Underwriting Agreement (BullFrog AI Holdings, Inc.), Underwriting Agreement (BullFrog AI Holdings, Inc.), Underwriting Agreement (BullFrog AI Holdings, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 30 contracts
Samples: Underwriting Agreement (60 Degrees Pharmaceuticals, Inc.), Underwriting Agreement (RanMarine Technology B.V.), Underwriting Agreement (60 Degrees Pharmaceuticals, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 28 contracts
Samples: Underwriting Agreement (Eyenovia, Inc.), Warrant Agent Agreement (Nexeon Medsystems Inc), Underwriting Agreement (Eyenovia, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters each Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 22 contracts
Samples: Underwriting Agreement (ContraVir Pharmaceuticals, Inc.), Underwriting Agreement (ContraVir Pharmaceuticals, Inc.), Underwriting Agreement (Repros Therapeutics Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 21 contracts
Samples: Underwriting Agreement (Global Water Resources, Inc.), Underwriting Agreement (Global Water Resources, Inc.), Underwriting Agreement (SD Co Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 17 contracts
Samples: Underwriting Agreement (Brickell Biotech, Inc.), Underwriting Agreement (Brickell Biotech, Inc.), Underwriting Agreement (Brickell Biotech, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 11 contracts
Samples: Underwriting Agreement (Altimmune, Inc.), Underwriting Agreement (Catabasis Pharmaceuticals Inc), Underwriting Agreement (Viggle Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, Underwriter and not on behalf of the Company.
Appears in 11 contracts
Samples: Underwriting Agreement (Nocera, Inc.), Underwriting Agreement (Nocera, Inc.), Underwriting Agreement (Nocera, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 10 contracts
Samples: Underwriting Agreement (Falconstor Software Inc), Underwriting Agreement (Falconstor Software Inc), Underwriting Agreement (Falconstor Software Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Units and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Representative or the Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Units set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Representative has no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Representative and the Underwriters, and not on behalf of the Company.
Appears in 10 contracts
Samples: Underwriting Agreement (NanoVibronix, Inc.), Medovex Corp., Medovex Corp.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and Warrants and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares and the Warrants set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 9 contracts
Samples: Underwriting Agreement (Remark Holdings, Inc.), Underwriting Agreement (SenesTech, Inc.), Underwriting Agreement (SenesTech, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 8 contracts
Samples: Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Biocept Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 8 contracts
Samples: Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.), Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.), Underwriting Agreement (iBio, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 6 contracts
Samples: Underwriting Agreement (RMG Networks Holding Corp), Underwriting Agreement (RMG Networks Holding Corp), Underwriting Agreement (TVAX Biomedical, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 6 contracts
Samples: Underwriting Agreement (TFF Pharmaceuticals, Inc.), Underwriting Agreement (Aqua Metals, Inc.), Underwriting Agreement (Eton Pharmaceuticals, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 5 contracts
Samples: Underwriting Agreement (PowerFleet, Inc.), Underwriting Agreement (Aspen Group, Inc.), Underwriting Agreement (Aspen Group, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 5 contracts
Samples: Underwriting Agreement (Superior Drilling Products, Inc.), Underwriting Agreement (Superior Drilling Products, Inc.), Underwriting Agreement (SD Co Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (UpHealth, Inc.), Underwriting Agreement (UpHealth, Inc.), Underwriting Agreement (Bionano Genomics, Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (AmpliPhi Biosciences Corp), Underwriting Agreement (AmpliPhi Biosciences Corp), Underwriting Agreement (AmpliPhi Biosciences Corp)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter of the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (Nanosphere Inc), Underwriting Agreement (Rockwell Medical, Inc.), Underwriting Agreement (You on Demand Holdings, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter Underwriters in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (Loop Industries, Inc.), Underwriting Agreement (Reed's, Inc.), Underwriting Agreement (Reed's, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (Austin Gold Corp.), Underwriting Agreement (Oragenics Inc), Underwriting Agreement (Inuvo, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, the Underwriter and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (Hour Loop, Inc), Underwriting Agreement (Hour Loop, Inc), Underwriting Agreement (Mobiquity Technologies, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the such Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 4 contracts
Samples: Underwriting Agreement (Vivos Therapeutics, Inc.), Underwriting Agreement (Vivos Therapeutics, Inc.), Underwriting Agreement (Vivos Therapeutics, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (MoSys, Inc.), Underwriting Agreement (GigOptix, Inc.), Underwriting Agreement (MoSys, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Medgenics, Inc.), Underwriting Agreement (Brainsway Ltd.), Underwriting Agreement (Medgenics, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (aTYR PHARMA INC), Underwriting Agreement (Ossen Innovation Co. Ltd.), Underwriting Agreement (Ossen Innovation Co. Ltd.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter the Underwriters has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter Underwriters has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 3 contracts
Samples: Massimo Group (Massimo Group), Underwriting Agreement (Massimo Group), Underwriting Agreement (Massimo Group)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 3 contracts
Samples: Purchase Agreement (Natus Medical Inc), Underwriting Agreement (Chinacast Education Corp), Purchase Agreement (Natus Medical Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Sharps Compliance Corp), Underwriting Agreement (Digital Ally Inc), Opgen Inc
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (UniTek Global Services, Inc.), Underwriting Agreement (UniTek Global Services, Inc.), Underwriting Agreement (UniTek Global Services, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Units and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Units set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (PCI Media, Inc.), Underwriting Agreement (Frankly Inc), Underwriting Agreement (Frankly Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares Offered Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Offered Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (PepperLime Health Acquisition Corp), Underwriting Agreement (PepperLime Health Acquisition Corp), Underwriting Agreement (PepperLime Health Acquisition Corp)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Igi Laboratories, Inc), Underwriting Agreement (Tg Therapeutics, Inc.), Underwriting Agreement (Game Trading Technologies, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Units and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Lucid Inc), Underwriting Agreement (Lucid Inc), Underwriting Agreement (Lucid Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Telestone Technologies Corp), Underwriting Agreement (Telestone Technologies Corp), Underwriting Agreement (Telestone Technologies Corp)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter of the Underwriters has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter of the Underwriters is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Cariloha, Inc.), Underwriting Agreement (Lovesac Co)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterits own benefit, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Verb Technology Company, Inc.), Underwriting Agreement (Verb Technology Company, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.
Appears in 2 contracts
Samples: Underwriting Agreement (Med-X, Inc.), Underwriting Agreement (Troika Media Group, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Resonant Inc), Underwriting Agreement (Imprimis Pharmaceuticals, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares, the Preferred Shares and the Warrants and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares, the Preferred Shares and the Warrants set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Mabvax Therapeutics Holdings, Inc.), Underwriting Agreement (Mabvax Therapeutics Holdings, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Ecotality, Inc.), Underwriting Agreement (Ecotality, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Public Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Lytus Technologies Holdings PTV. Ltd.), Underwriting Agreement (BioNano Genomics, Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Marina Biotech, Inc.), Underwriting Agreement (Marina Biotech, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company Underwriter following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Torchlight Energy Resources Inc), Underwriting Agreement (Torchlight Energy Resources Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no each Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Quicklogic Corporation), Underwriting Agreement (Quicklogic Corporation)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Pixelworks, Inc), Underwriting Agreement (Pixelworks, Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Synlogic, Inc.), Underwriting Agreement (Synlogic, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and armsarm’s-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (NeoStem, Inc.), Underwriting Agreement (NeoStem, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company Underwriters following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters each Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: HighPeak Energy, Inc., HighPeak Energy, Inc.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and Warrants and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares and the Warrants set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Myomo Inc), Underwriting Agreement (Myomo Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwrites and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that each of the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (KIT Digital, Inc.), Underwriting Agreement (KIT Digital, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Mri Interventions, Inc.), Underwriting Agreement (Mri Interventions, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the such Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, Underwriter and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Guerrilla RF, Inc.), Underwriting Agreement (NFT Gaming Co Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the such Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (NV5 Global, Inc.), Underwriting Agreement (NV5 Holdings, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, Underwriter and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (ASP Isotopes Inc.), Underwriting Agreement (ASP Isotopes Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares ADSs and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares ADSs set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriter with respect to any entity or natural person; and (de) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Incannex Healthcare LTD), Underwriting Agreement (Incannex Healthcare LTD)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Zoo Entertainment, Inc), Underwriting Agreement (Zoo Entertainment, Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Austin Gold Corp.), Underwriting Agreement (Austin Gold Corp.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Giga Tronics Inc), Underwriting Agreement (Giga Tronics Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (aA) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (bB) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (cC) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (dD) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Superior Drilling Products, Inc.), Underwriting Agreement (Superior Drilling Products, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that each of the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Solta Medical Inc), Underwriting Agreement (KIT Digital, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Palatin Technologies Inc), Underwriting Agreement (Palatin Technologies Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and Underwriters; (c) the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (de) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Lightpath Technologies Inc), Underwriting Agreement (Lightpath Technologies Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Units and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Units set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (NV5 Holdings, Inc.), Underwriting Agreement (NV5 Holdings, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has does not have any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (China Advanced Construction Materials Group, Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Lock Up Agreement (Id Systems Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement Agreement, were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has they have been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has they have been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Samples: Clean Diesel Technologies Inc
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this AgreementAgreement and the Warrants, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementAgreement and the Warrants; (c) it has been advised that the Underwriters each Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this AgreementAgreement and the Warrants, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Quest Resource Holding Corp)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.. Mohawk Group Holdings, Inc. 21 Underwriting Agreement
Appears in 1 contract
Samples: Underwriting Agreement (Mohawk Group Holdings, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and Preferred Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares and Preferred Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Mabvax Therapeutics Holdings, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the The Company following discussions and arms-length negotiations with the Underwriters Underwriter and the The Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Inuvo, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the such Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters each Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Underwritten Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Underwritten Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Global Water Resources, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement Securities were established by the Company Underwriters following discussions and arms-length negotiations with the Underwriters negotiations, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter Underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the CompanyCompany .
Appears in 1 contract
Samples: Underwriting Agreement (Pioneer Power Solutions, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company Underwriters following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and Warrants and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares and Warrants set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Frankly Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the each of Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees agree that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Units and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Game Trading Technologies, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter of the Underwriters has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it 28 has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter of the Underwriters is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Public Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (FlexEnergy Green Solutions, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Public Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters each Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Uni-Pixel)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company Underwriters; (c) it is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (de) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (A-Mark Precious Metals, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that which may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Access Integrated Technologies Inc
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: that (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and an arms-length negotiations with negotiation between the Underwriters Underwriter and the Company; (c) the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (de) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Catabasis Pharmaceuticals Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter of the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriter Underwriters has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter neither of the Underwriters has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Yongye International, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter Underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has Underwriters have advised or is are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriterthe Underwriters, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Pioneer Power Solutions, Inc.)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the any Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each the Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that each of the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no the Underwriter has any no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such the Underwriter, and not on behalf of the Company.
Appears in 1 contract
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has the Underwriters have been retained solely to act as underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the such Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (General Employment Enterprises Inc)
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Shares Underwritten Units and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Shares Underwritten Units set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Frankly Inc)
