Common use of Compliance with Securities Act; Reliance on Exemptions Clause in Contracts

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Appears in 77 contracts

Samples: Securities Purchase Agreement (PishPosh, Inc.), Securities Purchase Agreement (CarbonMeta Technologies, Inc.), Securities Purchase Agreement (Unique Logistics International Inc)

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Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Securities Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Securities Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Appears in 19 contracts

Samples: Securities Exchange Agreement (NLS Pharmaceutics Ltd.), Securities Purchase Agreement (NLS Pharmaceutics Ltd.), Securities Purchase Agreement (NLS Pharmaceutics Ltd.)

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser Subscriber understands and agrees that the Securities are being offered and sold to such Purchaser Subscriber in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such PurchaserSubscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser Subscriber to acquire the Securities.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Be Active Holdings, Inc.), Securities Purchase Agreement (Optionable Inc), Securities Purchase Agreement (Alliqua, Inc.)

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Alternus Energy Inc.), Securities Purchase Agreement (PV Nano Cell, Ltd.), Securities Purchase Agreement (PV Nano Cell, Ltd.)

Compliance with Securities Act; Reliance on Exemptions. Such The Purchaser understands and agrees that the Securities have not been registered under the 1933 Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Securities Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Securities Act or any applicable state securities laws or is exempt from such registration. Such The Purchaser understands and agrees that the Securities are being offered and sold to such the Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Quad M Solutions, Inc.), Securities Purchase Agreement (Uppercut Brands, Inc.), Securities Purchase Agreement (XpresSpa Group, Inc.)

Compliance with Securities Act; Reliance on Exemptions. Such The Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such The Purchaser understands and agrees that the Securities are being offered and sold to such the Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Clinigence Holdings, Inc.), Securities Purchase Agreement (Andalay Solar, Inc.), Securities Purchase Agreement (Andalay Solar, Inc.)

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ironwood Gold Corp.), Securities Purchase Agreement (PishPosh, Inc.)

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Friendable, Inc.)

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. Such Purchaser is acquiring the Shares for investment and not with a view to distribution.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vaporin, Inc.)

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Compliance with Securities Act; Reliance on Exemptions. Such Purchaser Holder understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser Holder understands and agrees that the Securities are being offered and sold to such Purchaser Holder in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such PurchaserHolder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser Holder set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser Holder to acquire the Securities.

Appears in 1 contract

Samples: Securities Exchange Agreement (Unique Logistics International Inc)

Compliance with Securities Act; Reliance on Exemptions. Such The New Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such The Purchaser understands and agrees that the Securities are being offered and sold to such New Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such the New Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the New Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the New Purchaser to acquire the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emerald Medical Applications Corp.)

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Securities Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Securities Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (GT Biopharma, Inc.)

Compliance with Securities Act; Reliance on Exemptions. Such The Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such the Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such The Purchaser understands and agrees that the Securities are being offered and sold to such the Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Appliance Recycling Centers of America Inc /Mn)

Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

Appears in 1 contract

Samples: Security Agreement (Harrison Vickers & Waterman Inc)

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