Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 106 contracts
Samples: Subscription Agreement (CXJ GROUP CO., LTD), Subscription Agreement (IMA Tech Inc.), Subscription Agreement (DFP HOLDINGS LTD)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 43 contracts
Samples: Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (Research Solutions, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 34 contracts
Samples: Securities Purchase Agreement (Omnitek Engineering Corp), Securities Purchase Agreement (Kintera Inc), Securities Purchase Agreement (Kintera Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 32 contracts
Samples: Securities Purchase Agreement (ICTV Brands Inc.), Escrow Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (First Independence Corp.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 29 contracts
Samples: Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Terax Energy, Inc.), Securities Purchase Agreement (Granite City Food & Brewery LTD)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Valentis Inc), Securities Purchase Agreement (Chromavision Medical Systems Inc), Securities Purchase Agreement (Cadence Resources Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Surebeam Corp), Securities Purchase Agreement (Sona Mobile Holdings Corp), Securities Purchase Agreement (Meagher Michael J)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (COMMITTED CAPITAL ACQUISITION Corp), Securities Purchase Agreement (Lipocine Inc.), Securities Purchase Agreement (CombiMatrix Corp)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 7 contracts
Samples: Securities Purchase Agreement (FC Global Realty Inc), Convertible Note Purchase Agreement (Ecotality, Inc.), Securities Purchase Agreement (Ecotality, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Note and the merits and risks of investing in the SharesNote; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 7 contracts
Samples: Securities Purchase Agreement (MU GLOBAL HOLDING LTD), Securities Purchase Agreement (G-Mes Holdings Inc.), Securities Purchase Agreement (Agility Health & Wellness Corp)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 7 contracts
Samples: Securities Purchase Agreement (SMSA Palestine Acquistion Corp.), Purchase Agreement (GoFish Corp.), Loan Agreement (Integrated Security Systems Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Empire Resorts Inc), Securities Purchase Agreement (American Science & Engineering Inc), Securities Purchase Agreement (Alfacell Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such any Purchaser or its representatives or counsel shall modify, amend or affect such a Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Neotherapeutics Inc), Securities Purchase Agreement (Cybershop International Inc), Securities Purchase Agreement (Neotherapeutics Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries each Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of the SEC Reports.
Appears in 6 contracts
Samples: Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (NanoVibronix, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s Existing Company Entities’ representations and warranties contained in the Transaction Documents.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Qhy Group), Securities Purchase Agreement (Qhy Group), Securities Purchase Agreement (First Growth Investors Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Center Bancorp Inc), Securities Purchase Agreement (Hudson Holding Corp), Stock Purchase Agreement (Center Bancorp Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, and management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Premier Power Renewable Energy, Inc.), Securities Purchase Agreement (Vlov Inc.), Securities Purchase Agreement (Vlov Inc.)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives Representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Transaction DocumentsShares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Origin Bancorp, Inc.), Securities Purchase Agreement (Origin Bancorp, Inc.), Securities Purchase Agreement (Origin Bancorp, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Unicycive Therapeutics, Inc.), Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (Cellectar Biosciences, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the Sharestherein; (ii) access to public information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional public information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Unify Corp)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Soligenix, Inc.), Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Dor Biopharma Inc)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the Purchased Shares; (ii) access to information about the Company and the Company Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Note and Warrant Purchase Agreement (Lapis Technologies Inc), Warrant Purchase Agreement (Umami Sustainable Seafood Inc.), Note and Warrant Purchase Agreement (Lapis Technologies Inc)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 4 contracts
Samples: Pacv Stock Purchase Agreement (Pacific Ventures Group, Inc.), Securities Purchase Agreement (Good Earth Land Sales CO), Securities Purchase Agreement (Phoenix Energy Resource Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Cti Industries Corp), Securities Purchase Agreement (Nephros Inc), Securities Purchase Agreement (Nile Therapeutics, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Blue Rhino Corp), Securities Purchase Agreement (Visual Networks Inc), Securities Purchase Agreement (Blue Rhino Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Root9B Technologies, Inc.), Securities Purchase Agreement (Root9B Technologies, Inc.), Securities Purchase Agreement (Root9B Technologies Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed received all the disclosure materials information it considers necessary or appropriate for deciding whether to purchase the Shares and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Registration Statement and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Braeburn Pharmaceuticals, Inc.), Common Stock Purchase Agreement (Intellia Therapeutics, Inc.), Common Stock Purchase Agreement (Intellia Therapeutics, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to publicly available information about the Company and the Subsidiaries and their respective financial condition, results the Condition of operations, business, properties, management and prospects the Company sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional publicly available information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Stock and Warrant Purchase and Exchange Agreement (General Atlantic Partners LLC), Stock and Warrant Purchase and Exchange Agreement (Vectis Cp Holdings LLC), Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Royal Bancshares of Pennsylvania Inc), Share Purchase Agreement (Saratoga Resources Inc /Tx), Securities Purchase Agreement (Fidelity Southern Corp)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s Existing Company Entities’ representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Latin America Ventures, Inc.), Securities Purchase Agreement (Golden Elephant Glass Technology, Inc.), Securities Purchase Agreement (China Valves Technology, Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Series E Preferred Shares and the merits and risks of investing in the Series E Preferred Shares; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Technology Corp /De/), Securities Purchase Agreement (RMH Teleservices Inc), Securities Purchase Agreement (American Technology Corp /De/)
Access to Information. Such Each Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such each Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Lev Pharmaceuticals Inc), Securities Purchase Agreement (Tower Semiconductor LTD), Securities Purchase Agreement (Medicalcv Inc)
Access to Information. Such Purchaser The Buyer acknowledges that it has reviewed had the disclosure materials opportunity to review the SEC Reports (as defined below) and has been afforded (i1) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Seller and the Company concerning the terms and conditions of the offering of the Shares Offering and the merits and risks of investing in the Shares; OP Units, (ii2) access to information about the Seller and the Company and the Subsidiaries and each of their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; investment and (iii3) the opportunity to obtain such additional information that the Seller and the Company possesses possess or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Buyer or its representatives or counsel shall modify, amend or affect such Purchaserthe Buyer’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Seller’s and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 2 contracts
Samples: Op Unit Purchase Agreement (Pillarstone Capital Reit), Op Unit Purchase Agreement (Whitestone REIT)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Synova Healthcare Group Inc), Securities Purchase Agreement (Synova Healthcare Group Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Shares and the merits and risks of investing in the Preferred Shares; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Accesspoint Corp /Nv/)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Company Shares and the merits and risks of investing in the Company Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Purchase Agreement (Broadwing Corp), Purchase Agreement (Broadwing Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Nephros Inc), Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Next Inc/Tn), Securities Purchase Agreement (Valentis Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (pSivida Corp.), Second Securities Purchase Agreement (pSivida Corp.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the Sharestherein; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (East West Bancorp Inc), Securities Purchase Agreement (Point Therapeutics Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Schedules and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Schedules and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Marathon Fund L P V), Securities Purchase Agreement (Wilsons the Leather Experts Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of or access to the SEC Reports.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tauriga Sciences, Inc.), Securities Purchase Agreement (Tauriga Sciences, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Fluent, Inc.), Securities Purchase Agreement (Unicycive Therapeutics, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Units and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wwa Group Inc), Securities Purchase Agreement (Wwa Group Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Emerge Interactive Inc), Securities Purchase Agreement (Emerge Interactive Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, truth and accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Zf Partners Lp), Securities Purchase Agreement (I Many Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering Offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction DocumentsDocuments (as qualified by the Disclosure Materials). Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hudson Executive Capital LP), Securities Purchase Agreement (Corindus Vascular Robotics, Inc.)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Selakovic David Dragan), Securities Purchase Agreement (HPC Acquisitions, Inc.)
Access to Information. Such Purchaser acknowledges that it --------------------- has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Questcor Pharmaceuticals Inc), Securities Purchase Agreement (Questcor Pharmaceuticals Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cidara Therapeutics, Inc.), Securities Purchase Agreement (SAB Biotherapeutics, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. The Company acknowledges and agrees that no Investor has made or makes any representations or warranties with respect to the Transaction Documentstransactions contemplated hereby other than those specifically set forth in this Section 3.2.
Appears in 2 contracts
Samples: Securities Purchase Agreement (FriendFinder Networks Inc.), Securities Purchase Agreement (FriendFinder Networks Inc.)
Access to Information. Such The Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Neophotonics Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to public information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Avi Biopharma Inc), Securities Purchase Agreement (Avi Biopharma Inc)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser the Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities issuable to it and the merits and risks of investing in the SharesSecurities issuable to it; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Millennium Cell Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Shares and the merits and risks of investing in the Preferred Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Preferred Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (North Valley Bancorp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (iv) the opportunity to ask questions of management. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents. Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its investment in the Securities.
Appears in 1 contract
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Western Goldfields Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Services Acquisition Corp. International)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire canacquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cadence Resources Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Schedules and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Schedules and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hudson Holding Corp)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded had (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (ii) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Seller and the Company concerning the terms and conditions of the offer and sale of the Shares and the merits and risks of investing in the Shares; and (iii) the opportunity to obtain such additional information (other than material non-public information) that the Company Seller possesses or can acquire could have acquired without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the CompanySeller’s representations and warranties contained in the Transaction Documentsherein.
Appears in 1 contract
Samples: Amended and Restated Purchase Agreement (Nu Skin Enterprises Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Uqm Technologies Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries each Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of or electronic access to copies of the SEC Reports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tauriga Sciences, Inc.)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and Warrants and the merits and risks of investing in the SharesShares and Warrants; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s representations and warranties contained in the Transaction Documents. Such Investor understands that it is not relying on any representation of any kind made by the Company regarding the Company, the Securities or any other matter other than as set forth herein.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ziopharm Oncology Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries each subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of or access to the SEC Reports.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tauriga Sciences, Inc.)
Access to Information. Such The Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Note and the merits and risks of investing in the SharesNote; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Umami Sustainable Seafood Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Stock Purchase Agreement (Solitario Resources Corp)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials provided by the Company and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has --------------------- reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, properties and management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mercator Software Inc)
Access to Information. Such The Purchaser acknowledges that it has --------------------- reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Each Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Notes and the merits and risks of investing in the SharesNotes; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Umami Sustainable Seafood Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Schedules and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials Schedules and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has --------------------- reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaser’s Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents. Such Investor acknowledges that it has not received material nor public information concerning the Company (other than potentially the existence of this transaction).
Appears in 1 contract
Samples: Securities Purchase Agreement (Sys)
Access to Information. Such Purchaser The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed had the disclosure materials opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gemphire Therapeutics Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (ia) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the SharesPurchased Share; (iib) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iiic) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such any Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Transaction DocumentsPurchased Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Community Financial Shares Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice and conducted and completed such independent due diligence as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Customers Bancorp, Inc.)
Access to Information. Such Each Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such each Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction DocumentsDocuments or the Selling Stockholders’ representations and warranties contained herein.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Company Securities and the merits and risks of investing in the SharesCompany Securities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Able Laboratories Inc)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives Representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in this Agreement. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Transaction Documents.Shares. (i)
Appears in 1 contract
Samples: Securities Purchase Agreement
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, truth and accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Biosphere Medical Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such Purchaserthe Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Registration Rights Agreement (Turbosonic Technologies Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser Investor or its representatives or counsel shall modify, amend or affect such PurchaserInvestor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Crown Electrokinetics Corp.)
Access to Information. Such The Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such the Purchaser or its representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries Controlled Entities and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (ChinaCache International Holdings Ltd.)
Access to Information. Such Purchaser acknowledges that --------------------- it has reviewed the disclosure materials SEC Reports and has been afforded afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to publicly available information about the Company and the Subsidiaries and their respective financial condition, results the Condition of operations, business, properties, management and prospects the Company sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional publicly available information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials SEC Reports and the Company’s representations and warranties contained in the Transaction Documentsthis Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Reach Messaging Holdings, Inc.)
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Access to Information. Such Purchaser acknowledges that it has --------------------- reviewed the disclosure materials Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s 's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s 's representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Technology Corp /De/)
