REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, severally and for itself only, hereby represents and warrants to the Company as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby severally represents and warrants, and covenants and agrees with, to the Company, as of the Closing Date, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby severally represents and warrants to the Company, effective as of the Closing Date, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser, for itself and for no other Purchaser, hereby represents, warrants and covenants to the Company and the Placement Agent as of the Closing:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser hereby severally represents and warrants to, and covenants with, the Company that: (i) such Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares constituting an investment decision like that involved in the purchase of the Shares and the Warrants, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares and the Warrants; (ii) such Purchaser is or will be acquiring the number of Shares and the Warrants set forth in Section 2 above and any Adjustment Shares referred to in Section 9.1 in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Warrants or Adjustment Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act of 1933; (iii) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Warrants or Adjustment Shares except in compliance with the Act and the Rules and Regulations; (iv) such Purchaser has completed or caused to be completed the Stock Certificate Questionnaire attached hereto as Appendix I, and the answers thereto are true and correct as of the date hereof; (v) such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; and (vi) such Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby severally represents and warrants to the Company, effective as of the date hereof, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser understands, and represents and warrants to, and agrees with, the Company, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each of the Purchasers, severally and not jointly, represents and warrants to, and covenants with, the Company, as of the date hereof, the Initial Closing Date and as of the Additional Closing Date, that: (i) it will acquire the Purchased Shares to be acquired by it for its own account and that the Purchased Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (ii) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (iii) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the specific purpose of acquiring the Purchased Shares; (iv) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (v) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (vi) without limiting the representations or warranties of the Company in Article III hereof, it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management, and it has been furnished with copies of documents which it has requested; and (vii) it is not an "Interested Stockholder" of the Company as that term is defined in the Company's Charter and Section 203 of the Delaware General Corporation law.
