Common use of Reliance on Exemptions Clause in Contracts

Reliance on Exemptions. The Holder understands that the Warrant is being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Warrant.

Appears in 8 contracts

Samples: Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.)

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Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 8 contracts

Samples: Exchange Agreement (IMAC Holdings, Inc.), Ayala Pharmaceuticals, Inc., Ayala Pharmaceuticals, Inc.

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 6 contracts

Samples: Exchange Agreement (GlucoTrack, Inc.), Debt Restructuring Agreement (Friendable, Inc.), Exchange Agreement (Converted Organics Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s representations, and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantShares.

Appears in 5 contracts

Samples: Exchange Agreement (Cinedigm Corp.), Exchange Agreement (Cinedigm Corp.), Exchange Agreement (Cinedigm Corp.)

Reliance on Exemptions. The Such Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws certain Governmental Requirements and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Holder set forth herein in this Section 3 in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities. Such Holder acknowledges that it did not subscribe for the Securities based upon any advertisement in any publication of general circulation.

Appears in 4 contracts

Samples: Securities Investment and Subscription Agreement (Ener1 Inc), Securities Investment and Subscription Agreement (Ener1 Inc), Securities Investment and Subscription Agreement (Ener1 Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Securities being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 3 contracts

Samples: Xenetic Biosciences, Inc., Xenetic Biosciences, Inc., Xenetic Biosciences, Inc.

Reliance on Exemptions. The Such Holder understands that the Warrant is Shares are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantShares.

Appears in 3 contracts

Samples: Exchange Agreement (YRC Worldwide Inc.), Exchange Agreement (Carlyle Group L.P.), Exchange Agreement (Solus Alternative Asset Management LP)

Reliance on Exemptions. The Such Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Fusion Fuel Green PLC), Exchange Agreement (Bonds.com Group, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 2 contracts

Samples: Amendment and Exchange Agreement (Aclarion, Inc.), Fourth Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)

Reliance on Exemptions. The Each Holder understands that the Warrants and Warrant is Shares are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantWarrants and Warrant Shares.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc), Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 2 contracts

Samples: Form of Securities Exchange Agreement (Zenosense, Inc.), Securities Exchange Agreement (Zenosense, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 2 contracts

Samples: Exchange Agreement (Kanakaris Wireless), Securities Exchange Agreement (Ashton Technology Group Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Securities acquired thereunder are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Exchange Agreement (Evofem Biosciences, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Agreement (Sentient Brands Holdings Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Shares are being offered and exchanged sold to Holder in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantShares.

Appears in 1 contract

Samples: Warrant Exchange Agreement (Harmony Energy Technologies Corp)

Reliance on Exemptions. The Such Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s and 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Note Repurchase Agreement (P Com Inc)

Reliance on Exemptions. The Holder understands that the Warrant is being Company intends for the Shares to be offered and exchanged sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantShares.

Appears in 1 contract

Samples: Letter Agreement (Senti Biosciences, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Exchange Agreement (Net Element, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Shares are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantShares.

Appears in 1 contract

Samples: Exchange Agreement (Bonds.com Group, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Holder Securities are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company NGAS is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantHolder Securities.

Appears in 1 contract

Samples: Exchange Agreement (NGAS Resources Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged issued in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Waiver Agreement (Helios & Matheson Analytics Inc.)

Reliance on Exemptions. The Holder Such holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holdersuch holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder such holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder such holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Securities Purchase Agreement (K2 Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Open Energy Corp)

Reliance on Exemptions. The Holder Holders understands that this Warrant and the Warrant is being Shares issuable upon exercise hereof may be offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder Investor to acquire the WarrantWarrant and the Shares.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Cytomedix Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Shares are being offered and exchanged sold to Holder in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantShares.

Appears in 1 contract

Samples: Securities Exchange Agreement (Hall of Fame Resort & Entertainment Co)

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Reliance on Exemptions. The Holder understands that the Warrant is ---------------------- Securities are being offered and exchanged sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Securities Exchange Agreement (Ashton Technology Group Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Convertible Promissory Note Conversion Agreement (Evolus, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged issued to it in reliance on specific exemptions from the registration requirements of United States federal and state applicable securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments representations and understandings warranties of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Loan Agreement (Medicine Man Technologies, Inc.)

Reliance on Exemptions. The Such Holder understands that the Warrant is Securities are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is Partnership and the General Partner are relying in part upon the truth and accuracy of, and the such Holder’s and 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Warrant Issuance Agreement (Oxford Resource Partners LP)

Reliance on Exemptions. The Such Holder understands that the Warrant is Securities are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Verenium is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein and in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Senior Notes Exchange Agreement (Verenium Corp)

Reliance on Exemptions. The Holder understands that the Warrant is securities being offered and exchanged hereunder are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Securities Exchange Agreement (MoneyOnMobile, Inc.)

Reliance on Exemptions. The Holder agrees, acknowledges and understands that the Warrant is Securities are being offered and exchanged in reliance on upon specific exemptions from the registration requirements of United States federal and applicable state securities or “blue sky” laws and that the Holder and the Company is are each relying in part upon the truth and accuracy of, and the Holder’s and Company’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Exchange Agreement (Traqiq, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Securities acquired hereunder and upon exercise of the Right are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Exchange Agreement (Evofem Biosciences, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is and Warrant Stock are being offered and exchanged sold to Holder in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantWarrant and Warrant Stock.

Appears in 1 contract

Samples: Innovative Software Technologies Inc

Reliance on Exemptions. The Holder understands that the Warrant is being offered Warrants and exchanged its underlying shares are issued in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire hold the WarrantWarrants and the underlying shares.

Appears in 1 contract

Samples: Notice of Exercise (Document Security Systems Inc)

Reliance on Exemptions. The Holder understands that the Warrant is Securities are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s representations, and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Exchange Agreement (Cinedigm Corp.)

Reliance on Exemptions. The Such Holder understands that the Warrant is Securities are being offered and exchanged issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Issuer is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Warrant Agreement (Royal Energy Resources, Inc.)

Reliance on Exemptions. The Holder understands that the Warrant is Shares being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the WarrantShares.

Appears in 1 contract

Samples: Exchange Agreement (China Auto Logistics Inc)

Reliance on Exemptions. The Such Holder understands that the Warrant is Shares to be acquired by him or it hereunder are being offered and exchanged sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Warrantsuch Shares.

Appears in 1 contract

Samples: Exchange Agreement (Bonds.com Group, Inc.)

Reliance on Exemptions. The Such Holder understands that the Warrant is Securities are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein and in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the WarrantSecurities.

Appears in 1 contract

Samples: Recapitalization Agreement (Ep Global Communications Inc)

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