Information Concerning the Company. (i) The Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company. (ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company. The Purchaser and his advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware. (iii) The Purchaser has made, either alone or together with his advisors (if any), such independent investigation of the Company, its management, and related matters as the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable in connection with this investment; and the Purchaser and his advisors (if any) have received all information and data which the Purchaser and his advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in the Securities. (iv) The Purchaser understands that all the Purchaser's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. (v) The Purchaser understands that the purchase of the Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Warrant and that resale of the Shares, the Warrant and the Warrant Shares will be restricted as herein provided.
Appears in 12 contracts
Samples: Purchase Agreement (Penn Octane Corp), Purchase Agreement (Penn Octane Corp), Purchase Agreement (Penn Octane Corp)
Information Concerning the Company. (i) The Purchaser is familiar with Investor understands and accepts that the business and financial condition, properties, operations and prospects purchase of the CompanySecurities involves various risks. The Investor represents that it is able to bear a complete loss of its investment in the Securities.
(ii) The Purchaser Investor confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment advice or as a recommendation to purchase the Securities. It is understood that information and explanations related to the terms and conditions of the Securities provided by the Company or any of its affiliates shall not be considered investment advice or a recommendation to purchase the Securities, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to the Investor in deciding to invest in the Securities. The Investor acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the Securities for purposes of determining the Investor’s authority to invest in the Securities.
(iii) The Investor acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules hereto) and the Disclosure Package and has been given full access to all material information concerning afforded (A) the condition, properties, operations and prospects of the Company. The Purchaser and his advisors (if any) have had an opportunity to ask such questions as it has deemed necessary of, and to receive information answers from, representatives of the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information necessary to verify the accuracy offering of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware.
(iii) The Purchaser has made, either alone or together with his advisors (if any), such independent investigation of the Company, its management, and related matters as the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable in connection with this investment; Securities and the Purchaser merits and his advisors (if any) have received all information and data which the Purchaser and his advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability risks of investing in the Securities; (B) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
(iv) The Purchaser Investor understands that all that, unless the Purchaser's Investor notifies the Company in writing to the contrary at or before the Closing, each of the Investor’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Investor.
(v) The Purchaser Investor understands that no federal or state agency has passed upon the purchase merits or risks of an investment in the Securities involves various risksor made any finding or determination concerning the fairness or advisability of this investment.
(vi) The Investor is not purchasing the Securities as a result of any advertisement, including article, notice or other communication regarding the risk that it is unlikely that Securities published in any market will exist for newspaper, magazine or similar media or broadcast over television or radio or presented at any resale of the Warrant and that resale of the Shares, the Warrant and the Warrant Shares will be restricted as herein providedseminar or any other general solicitation or general advertisement.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Schuler Tino Hans), Securities Purchase Agreement (Schuler Jack W), Securities Purchase Agreement (Yield10 Bioscience, Inc.)
Information Concerning the Company. (i) The Purchaser Subscriber is familiar with the business financial condition and financial condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company. The Purchaser and his advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the conditionproposed business, properties, operations and prospects of the Company and its subsidiaries, and, at a reasonable time prior to the execution of which Purchaser is unawarethis Subscription Agreement, has been afforded the opportunity to ask questions of and received satisfactory answers from the Company's officers and directors, or other persons acting on the Company's behalf, concerning the financial condition and proposed business, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Units and has asked such questions as it desires to ask and all such questions have been answered to the full satisfaction of the Subscriber.
(iiiii) The Purchaser has madeSubscriber understands that, either alone or together with his advisors (if any), such independent investigation of unless the Company, its management, and related matters as Subscriber notifies the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable Company in connection with this investment; and the Purchaser and his advisors (if any) have received all information and data which the Purchaser and his advisors (if any) believe to be necessary in order to reach an informed decision as writing to the advisability of investing in contrary before the Securities.
(iv) The Purchaser understands that Closing, all the Purchaser's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Subscriber.
(viii) The Purchaser Subscriber understands that the purchase of the Securities Units involves various risks, including including, the risk that he, she or it may lose his, her or its entire investment in the Company. In particular, the Subscriber is unlikely aware that any market will exist (A) the Bank, the Company's principal lender for any resale its U.S. operations, has notified the Company of its decision to terminate its credit agreement with the Company and require the Company to pay off all of its outstanding debt to the Bank, (B) the Company does not have the cash resources to discharge this indebtedness as required nor does the Company have an alternative financing source to enable it to refinance this indebtedness, and (C) this Offering is a condition of the Warrant and that resale Bank for an extension of the Sharesmaturity of this indebtedness.
(iv) No representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.
(v) All documents, records and books pertaining to a proposed investment in the Warrant and Units which the Warrant Shares will be restricted as herein providedSubscriber has requested have been made available to the Subscriber.
Appears in 9 contracts
Samples: Subscription Agreement (Tor Minerals International Inc), Subscription Agreement (Tor Minerals International Inc), Subscription Agreement (Tor Minerals International Inc)
Information Concerning the Company. (i) The Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the CompanyCompany and its subsidiaries. The Purchaser and his the Purchaser’s advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Seller, the Company and persons acting on its their behalf concerning the terms and conditions of the Purchaser's investment in ’s purchase of the SecuritiesShares, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware.
(iii) The Purchaser has made, either alone or together with his the Purchaser’s advisors (if any), such independent investigation of the Company, Company and its management, subsidiaries and related matters as the Purchaser deems to be, or the Purchaser's ’s advisors (if any) have advised to be, necessary or advisable in connection with this investment; the Purchaser’s purchase of the Shares, and the Purchaser and his the Purchaser’s advisors (if any) have received all information and data which the Purchaser and his the Purchaser’s advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in purchasing the Securities.
(iv) Shares. The Purchaser understands that all acknowledges and agrees that, other than as expressly contained herein, no person makes any representation or warranty, expressed or implied, as to the Purchaser's representations accuracy or completeness of the information provided or to be provided to the Purchaser by any person and warranties nothing contained in this Agreement will any documents provided to the Purchaser is, or shall be deemed to have been reaffirmed and confirmed as of the Closingrelied upon as, a promise or representation by any such person.
(v) The Purchaser understands that the purchase of the Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Warrant and that resale of the Shares, the Warrant and the Warrant Shares will be restricted as herein provided.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Hudson Technologies Inc /Ny), Stock Purchase Agreement (Hudson Technologies Inc /Ny), Stock Purchase Agreement (Hudson Technologies Inc /Ny)
Information Concerning the Company. (i) The Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company. The Purchaser and his its advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware.
(iii) The Purchaser has made, either alone or together with his advisors (if any), such independent investigation of the Company, its management, and related matters as the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable in connection with this investment; and the Purchaser and his its advisors (if any) have received all information and data which the Purchaser and his its advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in the Securities.
(iv) The Purchaser understands that all the Purchaser's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing.
(v) The Purchaser understands that the purchase of the Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Warrant and that resale of the Shares, the Warrant and the Warrant Shares will be restricted as herein provided.
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Information Concerning the Company. (i1) Prior to the execution of this Subscription Agreement, the Purchaser and the Purchaser’s Advisors have received all documents, records, and books requested by the Purchaser, have carefully reviewed them and understand the information contained therein;
(2) The Purchaser is familiar with the business and financial conditionits Advisers, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company. The Purchaser and his advisors (if any) , have had an the opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information, to the extent the Company has such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in all documents received or reviewed in connection with the purchase of the Units and data received have had the opportunity to have representatives of the Company provide them with such additional information regarding the terms and conditions of this particular investment and the financial condition, results of operations and business of the Company deemed relevant by the Purchaser. Purchaser or its Advisers, if any, and all such requested information, to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense, has been provided to the full satisfaction of the Purchaser and its Advisers, if any;
(3) The Purchaser and its Advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and the business, financial condition and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Purchaser and its Advisers, if any;
(4) The Purchaser acknowledges that (i) the Company files reports and other documents with the SEC pursuant to the requirements of the Exchange Act and such reports and other documents, the “SEC Documents”); (ii) the Purchaser and its Advisers, if any, have had access to the SEC Documents; and (iii) an investment in the Company is subject to substantial risks as disclosed in the SEC Documents;
(5) The Purchaser is satisfied that there is no the Purchaser has received adequate information with respect to all matters which it or its Advisers, if any, consider material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware.to its decision to make this investment;
(iii6) The Purchaser has madeis unaware of, either alone or together with his advisors (if any)is in no way relying on, such independent investigation and did not become aware of the CompanyOffering through or as a result of, its managementany form of general solicitation or general advertising including, and related matters as the Purchaser deems to bewithout limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Purchaser's advisors internet (if anyincluding, without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites) have advised to be, necessary or advisable in connection with this investment; the Offering and is not subscribing for the Purchaser Units and his advisors (if any) have received all information and data did not become aware of the Offering through or as a result of any seminar or meeting to which the Purchaser and his advisors (if any) believe to be necessary in order to reach an informed decision as was invited by, or any solicitation of a subscription by, a person not previously known to the advisability of investing Purchaser in the Securities.connection with investments in securities generally;
(iv7) The Purchaser understands and acknowledges that all neither the Purchaser's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as SEC nor any state securities commission or other regulatory authority has approved the Securities, or passed upon or endorsed the merits of the Closing.
(v) The Offering or confirmed the accuracy or determined the adequacy of any information provided by the Company to the Purchaser understands that in connection with the purchase of the Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Warrant and that resale of the Shares, the Warrant and the Warrant Shares will be restricted as herein provided.Offering;
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Information Concerning the Company. (i) The Purchaser has had full access to all reports, registrations, documents, statements and other filings heretofore made by the Company with the Commission under the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder. The Purchaser is thoroughly familiar with the business and financial condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information requested by the Purchaser concerning the business and financial condition, properties, operations and prospects of the Company. The Purchaser and his advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Purchaser Securities, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the business and financial condition, properties, operations and or prospects of the Company of which Purchaser is unaware.
(iii) The Purchaser has made, either alone or together with his advisors (if any), such independent investigation of the Company, its management, and related matters as the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable in connection with this investmentthe Purchaser's investment in the Purchaser Securities; and the Purchaser and his advisors (if any) have received all information and data which the Purchaser and his advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in the Purchaser Securities.
(iv) The Purchaser understands that all the Purchaser's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing.
(v) The Purchaser understands that the purchase of the Purchaser Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Warrant Note or the Warrants included in the Purchaser Securities and that resale of the Sharessuch Note, the Warrant such Warrants and the Warrant Shares issuable upon exercise of such Warrants will be restricted as herein provided.
Appears in 1 contract
Information Concerning the Company. (i) The Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company. The Purchaser and his its advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware.
(iii) The Purchaser has made, either alone or together with his its advisors (if any), such independent investigation of the Company, its management, and related matters as the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable in connection with this investment; and the Purchaser and his its advisors (if any) have received all information and data which the Purchaser and his its advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in the Securities.
(iv) The Purchaser understands that all of the Purchaser's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing.
(v) The Purchaser understands that the purchase of the Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Note or the Warrant and that resale of the SharesNote, the Warrant and the Warrant Shares shares will be restricted as herein provided.
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Information Concerning the Company. (i) The Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company. The Purchaser and his advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware.
(iii) The Purchaser has made, either alone or together with his advisors (if any), such independent investigation of the Company, its management, and related matters as the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable in connection with this investment; and the Purchaser and his advisors (if any) have received all information and data which the Purchaser and his advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in the Securities.
(iv) The Purchaser understands that all the Purchaser's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing.
(v) The Purchaser understands that the purchase of the Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Warrant Note or the Warrants and that resale of the SharesNote, the Warrant Warrants and the Warrant Shares will be restricted as herein provided.
Appears in 1 contract
Information Concerning the Company. (i) The Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company.
(ii) The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company. The Purchaser and his advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Purchaser's investment in the Securities, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaserundersigned. The Purchaser is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company of which Purchaser is unaware.
(iii) The Purchaser has made, either alone or together with his advisors (if any), such independent investigation of the Company, its management, and related matters as the Purchaser deems to be, or the Purchaser's advisors (if any) have advised to be, necessary or advisable in connection with this investment; and the Purchaser and his advisors (if any) have received all information and data which the Purchaser and his advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in the Securities.
(iv) The Purchaser understands that all the Purchaser's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing.
(v) The Purchaser understands that the purchase of the Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the Warrant Note or the Warrants and that resale of the SharesNote, the Warrant Warrants and the Warrant Shares shares of Common Stock underlying the Warrants will be restricted as herein provided.
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