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 110 contracts
Samples: Subscription Agreement (CXJ GROUP CO., LTD), Subscription Agreement (CXJ GROUP CO., LTD), Subscription Agreement (CXJ GROUP CO., 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 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 investmentinvestment and to verify the accuracy and completeness of the information contained in the Disclosure Materials. 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 49 contracts
Samples: Convertible Note Purchase Agreement (Universal Broadband Networks Inc), Convertible Note Purchase Agreement (Stockgroup Com Holdings Inc), Securities Purchase Agreement (Macrochem 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 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 (Sona Mobile Holdings Corp), Securities Purchase Agreement (Crdentia 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 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.), Securities Purchase 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 (Index Oil & Gas Inc.), Securities Purchase Agreement (Granite City Food & Brewery LTD), Securities Purchase Agreement (Terax Energy, 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 '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 (I Stat Corporation /De/), Securities Purchase Agreement (Procom Technology 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 14 contracts
Samples: Securities Purchase Agreement (Neorx Corp), Securities Purchase Agreement (Valentis Inc), Securities Purchase Agreement (Navarre Corp /Mn/)
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.), Purchase Agreement (Calypte Biomedical 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: Convertible Note Purchase Agreement (Franklin Telecommunications Corp), Securities Purchase Agreement (Neotherapeutics Inc), Convertible Debenture Purchase Agreement (Neotherapeutics 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 (Yongye Biotechnology International, 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 (Alfacell Corp), Securities Purchase Agreement (American Science & Engineering 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 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 6 contracts
Samples: Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (Unicycive Therapeutics, Inc.), Securities Purchase Agreement (Biofrontera 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 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 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), Securities Purchase Agreement (Infocrossing 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), Convertible Preferred Stock Purchase Agreement (Hawker Pacific Aerospace)
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 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 (Blue Rhino Corp), Securities Purchase Agreement (Visual Networks 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 investmentinvestment and to verify the accuracy and completeness of the information contained in the Disclosure Materials. 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: Convertible Preferred Stock Purchase Agreement (E Digital Corp), Stock Purchase Agreement (Greenhold Group Inc), Stock Purchase Agreement (Greenhold 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 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 4 contracts
Samples: Securities Purchase Agreement (Fluent, Inc.), Securities Purchase Agreement (Fluent, Inc.), Securities Purchase Agreement (Fluent, 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 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 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: Securities 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 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 the risks of investing in the SharesSecurities; (ii) access to information about the Company and the Subsidiaries and their respective Company's financial conditionconditions, results of operationsoperation, 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 investmentinvestment and to verify the accuracy and completeness of the information contained in the Disclosure Materials. 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 (Macrochem Corp), Securities Purchase Agreement (Macrochem Corp), Securities Purchase Agreement (Macrochem 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 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 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 (RMH Teleservices Inc), Securities Purchase Agreement (American Technology Corp /De/), Securities Purchase Agreement (American Technology Corp /De/)
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 (Vectis Cp Holdings LLC), Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc), Stock and Warrant Purchase and Exchange Agreement (General Atlantic Partners LLC)
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 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 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 (China Valves Technology, Inc), Securities Purchase Agreement (Golden Elephant Glass Technology, 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 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 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 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 (Valentis Inc), Securities Purchase Agreement (Next Inc/Tn)
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 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 '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 (Utix Group Inc), Securities Purchase Agreement (Utix Group 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 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 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 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 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 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 investmentSecurities. 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 (Access Integrated Technologies Inc), Securities Purchase Agreement (Access Integrated Technologies 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 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 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 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 condition 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 counsel, nor any other provisions of this Section 3.2, 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 does not have actual knowledge that any representation or warranty of the Company in the Transaction Documents is not accurate as of the date hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aspen Technology Inc /De/), Securities Purchase Agreement (Aspen Technology Inc /De/)
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 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 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 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.), Securities Purchase Agreement (pSivida 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 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 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 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 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 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 publicly disseminated 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 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 officers 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 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 DocumentsGolisano Investment Documents (as qualified by the Disclosure Materials).
Appears in 1 contract
Samples: Securities Purchase Agreement (Twinlab Consolidated Holdings, 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 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 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 The Lender acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it Lender has deemed necessary of, and to receive answers from, representatives of the Company Borrower 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 Borrower and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its Lender investment; and (iii) the opportunity to obtain such additional information that the Company Borrower 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 Lender or its representatives or counsel shall modify, amend or affect such Purchaserthe Lender’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the CompanyBorrower’s representations and warranties contained in the Transaction Documents.
Appears in 1 contract
Samples: Loan and Securities Purchase Agreement (Aerogen Inc)
Access to Information. Such Purchaser Investor acknowledges that it has had access to and 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 Shares; 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; 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 Documentsthis Agreement.
Appears in 1 contract
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 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 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 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 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 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 (Telecommunication Systems Inc /Fa/)
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 Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary or appropriate 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 1 contract
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 The Investor acknowledges that it has reviewed the disclosure materials Disclosure Materials and has been afforded adequate (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, 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 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 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, subject to the exceptions thereto and as set forth therein, as the case may be.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magellan Petroleum Corp /De/)
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 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 '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 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 Each 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 each Purchaser or its representatives or counsel shall modify, amend or affect such each 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 (Root9B 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 Shares; therein, (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 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 has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (InfoSearch Media, 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 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 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 (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 Common Shares and the merits and risks of investing in the Common 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 1 contract
Samples: Stock Purchase Agreement (Maui Land & Pineapple Co 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 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 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 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 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 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 1 contract
Samples: Securities Purchase and Registration Rights Agreement (Arno Therapeutics, 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 '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 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; 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 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 1 contract
Samples: Securities Purchase Agreement (Citizens South Banking 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 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 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 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 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 of the Company 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 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 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 (Hi Tech Pharmacal Co Inc)
Access to Information. Such Purchaser Investor acknowledges that it has reviewed had the disclosure materials opportunity to review the Company Information 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 Company Information and the Company’s representations and warranties contained in the Transaction DocumentsAgreements. Such Investor 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 1 contract
Samples: Stock Purchase Agreement (Titan Pharmaceuticals 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 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 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 The 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 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 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 Schedules and the Company’s representations and warranties contained in the Transaction Documents.
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Samples: Securities Purchase Agreement (Cambridge Heart 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 DocumentsAgreement.
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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 Unit and the merits and risks of investing in the SharesUnit; (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 1 contract
Samples: Securities Purchase Agreement (Victory Energy Corp)
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 Shares Securities and the merits and risks of investing in the SharesSecurities; (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 investmentInvestment; and (iv) the opportunity to ask questions of management. 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 this Agreement. The Investor 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 DocumentsSecurities.
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Samples: Subscription Agreement (Sterling Financial Corp /Wa/)
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 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 DocumentsDocuments (as qualified by the Disclosure Materials).
Appears in 1 contract
Samples: Securities Purchase Agreement (Corindus Vascular Robotics, 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 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 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 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.
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Samples: Securities Purchase Agreement (Reach Messaging Holdings, 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 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.
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