Acquisition for Investment. Such Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Each Purchaser does not have a present intention to sell the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h) below, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and that it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
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Samples: Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC)
Acquisition for Investment. Such Each Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Each Purchaser does not have a present intention to sell or otherwise dispose of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h) belowherein, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vertical Branding, Inc.)
Acquisition for Investment. Such Purchaser is acquiring the Securities Preferred Shares solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Each Such Purchaser does not have a present intention to sell the SecuritiesPreferred Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities Preferred Shares to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h2.2(f) below, such Purchaser does not agree to hold the Securities Shares for any minimum or other specific term and reserves the right to dispose of the Securities Shares at any time in accordance with Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities Preferred Shares and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc)
Acquisition for Investment. Such Each Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Each Purchaser does not have a present intention to sell the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h2.2(f) below, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Systems Evolution Inc)
Acquisition for Investment. Such Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Each Purchaser does not have a present intention to sell the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h2.2(i) below, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and that it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Juma Technology Corp.)
Acquisition for Investment. Such Each Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Each Purchaser does not have a present intention to sell or otherwise dispose of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h) belowherein, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and that it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aegean Earth & Marine CORP)
Acquisition for Investment. Such Each Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Each Purchaser does not have a present intention to sell or otherwise dispose of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entity; providedPROVIDED, howeverHOWEVER, that by making the representations herein and subject to Section 2.2(h) belowherein, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s 's stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
Appears in 1 contract
Acquisition for Investment. Such The Purchaser is acquiring the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distributiondistribution in violation of applicable securities laws. Each The Purchaser does not have a present intention to sell the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities to or through any person or entityentity in violation of applicable securities laws; provided, however, that by making the representations herein and subject to Section 2.2(h) belowherein, such the Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such The Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities and that it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
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Acquisition for Investment. Such The Purchaser is acquiring the Securities Debenture solely for its own account for the purpose of investment and not as a nominee or with a view to or for sale in connection with distribution. Each The Purchaser does not have a present intention to sell the SecuritiesDebenture, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securities Debenture to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(h) below, such the Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such The Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Securities Debenture and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Bio Energy Holding Group Co., Ltd.)