Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Stinger Systems, Inc), Securities Purchase Agreement (Stinger Systems, Inc), Securities Purchase Agreement (Maxwell Technologies Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Ediets Com Inc), Securities Purchase Agreement (Smart Video Technologies Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the ~~Company~~Company or any of its Subsidiaries, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Delcath Systems, Inc.), Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Lightpath Technologies Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an ~~“affiliate”~~ Affiliate of the Company ~~(as defined in Rule 144)~~ or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 6 contracts

Samples: Securities Purchase Agreement (L & L International Holdings, Inc), Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (Wt Holdings Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the ~~Company’s~~ decision of the Company and each of the Subsidiaries to enter into the Transaction ~~Documents~~ Documents, as applicable, has been based solely on the independent evaluation by the ~~Company~~ Company, its Subsidiaries and ~~its~~ their representatives.

Appears in 6 contracts

Samples: Preferred Stock Securities Purchase Agreement (Global Employment Holdings, Inc.), Notes Securities Purchase Agreement (Global Employment Holdings, Inc.), Preferred Stock Securities Purchase Agreement (Global Employment Holdings, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Msgi Security Solutions, Inc), Securities Purchase Agreement (Phantom Fiber Corp), Securities Purchase Agreement (Universal Food & Beverage Compny)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting individually and solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is is: (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of promulgated under the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Kimberlin Kevin), Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Minrad International, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the Company's knowledge, an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 ~~Act”~~ACT")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Raptor Networks Technology Inc), Securities Purchase Agreement (Raptor Networks Technology Inc), Securities Purchase Agreement (Raptor Networks Technology Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (Usa Technologies Inc), Securities Purchase Agreement (China VoIP & Digital Telecom Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 ~~Act”~~ACT")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Company Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Amish Naturals, Inc.), Securities Purchase Agreement (Mdi, Inc.), Securities Purchase Agreement (Amish Naturals, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule 144) of the Company or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than ten percent (10% %) of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities and Exchange Act of ~~1934~~1934 Act, as amended (~~the~~ “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its respective representatives.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Eton Pharmaceuticals, Inc.), Securities Purchase Agreement (Aqua Metals, Inc.), Securities Purchase Agreement (Energous Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “1934~~ Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Jameson Inns Inc), Securities Purchase Agreement (Electroglas Inc), Securities Purchase Agreement (Quixote Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Magnetar Capital Partners LP), Securities Purchase Agreement (Think Partnership Inc), Securities Purchase Agreement (Think Partnership Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the ~~shares of Common Stock~~ Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (pSivida LTD), Securities Purchase Agreement (pSivida LTD)

Acknowledgment Regarding Buyer’s Purchase of Securities. ~~The Company acknowledges~~ Each Buyer represents and ~~agrees~~ warrants that ~~each Buyer~~ it is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents (as defined below) and the transactions contemplated hereby and thereby and that ~~no Buyer~~ it is not (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) ~~to the knowledge of the Company,~~ a “"beneficial owner” " of more than 10% of ~~the shares of Common Stock~~ Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). ~~The Company~~ Each Buyer further ~~acknowledges~~ represents and warrants that ~~no Buyer~~ it is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by ~~a Buyer~~ it or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to ~~such Buyer’s~~ its purchase of the Securities. The ~~Company~~ Buyer further represents to ~~each Buyer~~ the Company that the ~~Company’s~~ Buyer's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the ~~Company~~ Buyer and its representatives. Neither such evaluation nor any other due diligence investigations conducted by the Buyer or its representatives shall modify, amend or affect the Buyer's right to rely on the Company's representations and warranties contained herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Commtouch Software LTD), Securities Purchase Agreement (Commtouch Software LTD)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an ~~“affiliate”~~ "Affiliate" of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that except as set forth on Schedule 3(f), no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Wentworth Energy, Inc.), Securities Purchase Agreement (Wentworth Energy, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that to the Company's knowledge no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) ~~to the knowledge of the Company,~~ a “"beneficial owner” " of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Natural Health Trends Corp), Natural Health Trends Corp

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that ~~each~~ the Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to ~~such~~ the Buyer’s 's purchase of the Securities. The Company further represents to ~~each~~ the Buyer that the ~~Company’s~~ decision of the Company and each of the Subsidiaries to enter into the Transaction ~~Documents~~ Documents, as applicable, has been based solely on the independent evaluation by the ~~Company~~ Company, its Subsidiaries and ~~its~~ their representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Natural Gas Systems Inc/New), Securities Purchase Agreement (Natural Gas Systems Inc/New)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such ~~Buyer~~Bxxxx’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Annovis Bio, Inc.), Securities Purchase Agreement (Annovis Bio, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar ~~capacity~~cap acity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Ascendia Brands, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and ~~thereby and~~ thereby. The Company further acknowledges that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Hythiam Inc), Securities Purchase Agreement (Iparty Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule ~~144~~144 under the 0000 Xxx) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Avanex Corp), Securities Purchase Agreement (Avanex Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting individually and solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is is: (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 of promulgated under the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Subordination Agreement (Sac Capital Advisors LLC), Subordination Agreement (Prentice Capital Management, LP)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and ~~thereby~~ thereby, and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the ~~knowledge of the~~ Company’s knowledge, a “beneficial owner” of more than 10% of the ~~shares of~~ Company Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Supergen Inc), Securities Purchase Agreement (Supergen Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (House of Taylor Jewelry, Inc.), Securities Purchase Agreement (House of Taylor Jewelry, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of Common Stock~~ Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (eFuture Information Technology Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 ~~Act”~~ACT")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 2 contracts

Samples: Securities Purchase Agreement (LOCAL.COM), Securities Purchase Agreement (Sorell, Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company and SPAC each acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the ~~Company~~Company or SPAC, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule 144) of the Company or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock of the Company (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company and SPAC each further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or SPAC (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company and SPAC each further represents to each Buyer that the Company’s and SPAC’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the ~~Company~~ Company, SPAC and ~~its~~ their respective representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (GigCapital5, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule ~~144~~144 of the 0000 Xxx) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Image Entertainment Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Guilford Pharmaceuticals Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer (other than MHR Fund Management, LLC (“MHR”)) is (i) an officer or director of the Company, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule 144) of the Company or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emisphere Technologies Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees based, in part, on the Buyer’s representations in Section 2, that ~~each~~ the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and that no the Buyer is not (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a the Buyer or any of its representatives or agents in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to ~~such~~ the Buyer’s purchase of the Securities. The Company further represents to ~~each~~ the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Daystar Technologies Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting individually and solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is is: (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 of promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wet Seal Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the ~~Company~~Company or any of its Subsidiaries, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as ~~amended (the “1934 Act”)~~amended). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such ~~Buyer~~Xxxxx’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vallon Pharmaceuticals, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) ) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Paincare Holdings Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the Certificate of Designations and the transactions contemplated hereby and ~~thereby~~ thereby, and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) ~~to the knowledge of the Company,~~ a “"beneficial owner” " of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange~~ 1934 Act ~~of 1934,~~ (as ~~amended (the “1934 Act”~~defined below)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the Certificate of Designations and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the Certificate of Designations and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents and the Certificate of Designations has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Intraware Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such ~~Buyer~~Bxxxx’s purchase of the Securities. The Company further represents to each Buyer that the Company’s ~~decision~~ decisions to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (Adamas One Corp.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule ~~144)~~ 144 of the 1933 Act), or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kv Pharmaceutical Co /De/)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting individually and solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wet Seal Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company ---------------------------------------------------------- acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 ~~Act”~~ACT")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sorell, Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Exchange Agreement (Maverick Oil & Gas, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Class A Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vaso Active Pharmaceuticals Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further ~~acknowledges~~ acknowledges, to the best of the Company's knowledge, that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Flagship Global Health, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”)"). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (MFC Development Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that ~~each~~ the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule ~~144)~~ 144 of the 1933 Act), or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of ~~Common Stock~~ the Company’s common stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to ~~such~~ the Buyer’s purchase of the Securities. The Company further represents to ~~each~~ the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Kv Pharmaceutical Co /De/)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vcampus Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule ~~144~~144 of the 0000 Xxx) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Universal Food & Beverage Compny)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 104.99% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 ~~Act”~~ACT")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (Evci Career Colleges Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer (other than Bai Feng) is (i) an officer or director of the Company, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule 144) of the Company or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emisphere Technologies Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the ~~Company~~Company or any of its Subsidiaries, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act~~”))~~. The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (WPCS International Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “1934~~ Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company ~~further represents~~ acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to ~~each Buyer that~~ the ~~Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives~~transactions contemplated hereby other than those specifically set forth in Section 2.

Appears in 1 contract

Samples: Securities Purchase Agreement (Richardson Electronics LTD/De)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of ~~arm’s~~ an arm’s-length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and ~~thereby~~ thereby, and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule ~~144~~144 under the 0000 Xxx) or (iii) ~~to the knowledge of the Company,~~ a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amerityre Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser ~~with~~ in respect to of the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the outstanding shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) ~~with~~ in respect to of the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Firepond, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the ~~shares of~~ Common ~~Stock~~ Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clearly Canadian Beverage Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting individually and solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wet Seal Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. ~~The Company acknowledges~~ Each Buyer represents and ~~agrees~~ warrants that ~~each Buyer~~ it is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that ~~no Buyer~~ it is not (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) ~~to the knowledge of the Company,~~ a “"beneficial owner” " of more than 10% of ~~the shares of Common Stock~~ Preferred Shares and/or Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). ~~The Company~~ Each Buyer further ~~acknowledges~~ represents and warrants that ~~no Buyer~~ it is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by ~~a Buyer~~ it or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to ~~such Buyer’s~~ its purchase of the Securities. The ~~Company~~ Buyer further represents to ~~each Buyer~~ the Company that the ~~Company’s~~ Buyer's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the ~~Company~~ Buyer and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Commtouch Software LTD)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “"affiliate” " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Telanetix,Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act~~”))~~. The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pure Vanilla Exchange Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Smart Video Technologies Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule ~~144~~405 of the 0000 Xxx) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (Oxygen Biotherapeutics, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. ~~The Company~~ Each of the Companies acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of ~~the~~ any Company, (ii) an “"affiliate” " of ~~the~~ any Company (as defined in Rule 144) or (iii) to the knowledge of the ~~Company~~Companies, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")). ~~The Company~~ Each of the Companies further acknowledges that no Buyer is acting as a financial advisor or fiduciary of ~~the~~ any Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. ~~The Company~~ Each of the Companies further represents to each Buyer that ~~the~~ each Company~~’s decision~~ 's decisions to enter into the Transaction Documents ~~has~~ have been based solely on the independent evaluation by the ~~Company~~ Companies and ~~its~~ their respective representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Aircraft Solutions, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Universal Travel Group)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the ~~Company’s~~ decision of the Company and each of the Subsidiaries to enter into the Transaction ~~Documents~~ Documents, as applicable, has been based solely on the independent evaluation by the ~~Company~~ Company, its Subsidiaries and ~~its~~ their representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Modtech Holdings Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each ~~Buyer~~ Buyer, with the exception of Third Avenue Trust, is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no ~~Buyer~~ Buyer, with the exception of Third Avenue Trust, is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tejon Ranch Co)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that ~~each~~ Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is not (i) an officer or director of the Company, (ii) an “affiliate” ~~of the Company~~ (as defined in Rule ~~144~~405 of the 0000 Xxx) of the Company (an “Affiliate”) or (iii) to ~~the knowledge of the Company~~its knowledge, a “beneficial owner” ~~of more than 10% of the shares of Common Stock~~ (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act~~ 0000 Xxx) of ~~1934, as amended (~~more than 10% of the ~~“1934 Act”))~~Ordinary Shares. The Company further acknowledges that no Buyer is not acting as a financial advisor or fiduciary ~~of the Company~~ (or in any similar capacity) of the Company or any of its Affiliates with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to ~~such~~ Buyer’s purchase of the Securities. The Company further represents to ~~each~~ Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Luokung Technology Corp.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that immediately prior to the execution of this Agreement no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the ~~shares of~~ Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “~~1934~~ Exchange Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given to the Company by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based ~~solely~~ on the independent evaluation by the Company and its ~~representatives~~representatives and in reliance upon the representations and warranties of each Buyer hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Epiq Systems Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “"affiliate” " of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “"1934 ~~Act”~~ACT")). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its ~~representatives~~representatives and partially in reliance upon the representations and warranties of each Buyer hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Inksure Technologies Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that ~~each~~ Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is not (i) an officer or director of the Company, (ii) to the Company’s knowledge, an “affiliate” of the Company (as defined in Rule ~~144~~144 of the 0000 Xxx) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to ~~such~~ Buyer’s purchase of the Securities. The Company further represents to ~~each~~ Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Natural Nutrition Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an ~~officer or director of the Company, (ii) an “~~"affiliate~~” of the Company~~ " (as defined in Rule 144) of the Company or any of its Subsidiaries or (~~iii~~ii) to its knowledge (based solely on filings made with the ~~knowledge of the Company~~SEC), a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s 's purchase of the Securities. The Company further represents to each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (LabStyle Innovations Corp.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the ~~Company~~Company or any of its Subsidiaries, (ii) an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the ~~Company and its representatives~~Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Technology Development Group Corp)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “~~affiliate~~Affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Unigene Laboratories Inc)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the ~~Company~~Company or any of its Subsidiaries, (ii) an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule ~~144~~405 of the 1930 Xxx) or xr (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Taronis Technologies, Inc.)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the ~~Securities Exchange Act of 1934, as amended (the “~~1934 Act~~”))~~. The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kentucky USA Energy, Inc.)

Common use of Acknowledgment Regarding Buyer’s Purchase of Securities Clause in Contracts