Acknowledgments of the Investor. The Investor acknowledges that:
Acknowledgments of the Investor. (a) The Investor acknowledges that the Company is relying on an exemption from the requirement to provide the Investor with a prospectus under Applicable Securities Laws and, as a consequence of acquiring the Subscription Shares pursuant to such exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Investor, and the Investor may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws. The Investor further acknowledges that no securities commission or similar regulatory authority has reviewed or passed on the merits of the Subscription Shares;
(b) The Investor acknowledges that it has not been provided with an offering memorandum (as such term is defined in any Applicable Securities Laws) or any similar document in connection with its subscription for the Subscription Shares, and the decision to execute this Agreement and to purchase the Subscription Shares has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Company, other than such written representations as are expressly contained in this Agreement;
(c) The Investor acknowledges that the Subscription Shares are being offered for sale on a “private placement” basis and the Subscription Shares will be subject to statutory resale restrictions under Applicable Securities Laws, and the Investor covenants that it will not resell the Subscription Shares except in compliance with such Applicable Securities Laws and the Investor acknowledges that it is solely responsible (and the Company is not in any way responsible) for such compliance. The Investor acknowledges that the resale of the Subscription Shares will be subject to, and any certificates or DRS statement representing the Subscription Shares will bear, the following legend with respect to such resale restrictions:
(1) DAY AFTER THE DATE HEREOF WILL BE INSERTED].” and since the Investor holds more than 10% of the Common Shares before and after the First Closing and has elected or appointed or has the right to elect or appoint one or more directors or senior officers of the Company, the certificates or DRS statement representing the First Subscription Shares and Second Subscription Shares will also bear the following legend until the end of the four-month period after the First Closing and Second Closing, respectively: “WITHO...
Acknowledgments of the Investor. The undersigned acknowledges that the Company cannot guarantee that a new partnering transaction (including, without limitation, an option agreement for such a partnering transaction) with a drug development collaborator, with terms and conditions acceptable to the Company, will be consummated; that the Company or all or some of its assets will be acquired; that any of its products will be commercially viable or successful, or that the additional financing needed to develop and commercialize the Companies assets will materialize.
