Common use of Information on Company Clause in Contracts

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 3 contracts

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

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Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2017 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Gratitude Health, Inc.), Securities Purchase Agreement (Gratitude Health, Inc.), Securities Purchase Agreement (Gratitude Health, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26March 28, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2012 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Vaporin, Inc.), Securities Purchase Agreement (usell.com, Inc.), Securities Purchase Agreement (usell.com, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 hereunder (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), . Such Purchaser believes that it has received all the information such Purchaser considers necessary or appropriate for deciding whether to purchase the Securities and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Intellect Neurosciences, Inc.), Securities Purchase Agreement (Intellect Neurosciences, Inc.), Securities Purchase Agreement (Intellect Neurosciences, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth (10th) business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K K/A filed with the Commission on April 26January 13, 2013 2017 and further amended and filed on January 20, 2017 and the Company's Quarterly Report Reports on Form 10-Q filed with subsequently thereto, and the Commission registration statements and supplements thereto on November 13, 2013 Form S-3 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the SEC Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp)

Information on Company. Such The Purchaser has been furnished with or has had access to the XXXXX Website of the Commission SEDAR website to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof applicable Canadian or U.S. regulatory agency or Trading Market through the tenth business day preceding the Initial Closing Date in which such the Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are The Purchaser is not deemed to have any knowledge of any information not included in the Public Reports unless such information is delivered in the manner described in the next sentence. In addition, such the Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such the Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such the Purchaser deems material in deciding on the advisability of investing in the Securities. Such The Purchaser was afforded (i) the opportunity to ask such questions as such the Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such the Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on for the fiscal year ended April 2630, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2016 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (WPCS International Inc), Securities Purchase Agreement (WPCS International Inc)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two (2) years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed filings and reports made with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentenceCommission. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mabvax Therapeutics Holdings, Inc.), Securities Purchase Agreement (Mabvax Therapeutics Holdings, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s amended Annual Report on Form 10-K K/A filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November September 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 2 contracts

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

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended June 30, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2012 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Graphite Technologies Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s 's filings made with the Commission during the period from the date that is two (2) years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed 's filings and reports made with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentenceCommission. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the "Other Written Information"), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Riot Blockchain, Inc.)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day Business Day (as defined in Section 13(h) herein) preceding the Initial Closing Date in which (including the documents filed as exhibits to such Purchaser purchases Securities hereunderfilings, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers Subscribers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser Subscriber was afforded (i) the opportunity to ask such questions as such Purchaser Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser Subscriber to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Subscription Agreement (Adamis Pharmaceuticals Corp)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 269, 2013 and the Quarterly Report on Form 10-Q filed 2014 together with the Commission on November 13, 2013 Closing Form 8-K (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vuzix Corp)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s 's filings made with the Commission during the period from the date that is two (2) years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed 's filings and reports made with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports Disclosure Letter unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the "Other Written Information"), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities. Purchaser acknowledges that the Company has proposed certain changes in its organizational structure, including but not limited to, reincorporation to Nevada from Colorado, adoption of Nevada Articles of Incorporation and Bylaws, authorization of significant "blank check" preferred stock, that such proposals may have a negative or adverse impact on the Purchaser as a shareholder of the Company and the Securities following the Closing Date, that the Purchaser may not have the power or authority to approve or disapprove of such proposals, and has been afforded an opportunity to ask questions and receive answers associated with such matters, but has not been asked to vote or give any proxy in connection therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bioptix, Inc.)

Information on Company. Such The Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such the Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”)2018. Purchasers Purchaser are not deemed to have any knowledge of any information not included in the Reports such filings unless such information is delivered in the manner described in the next sentence. In addition, such the Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such the Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”)INFORMATION, and considered all factors such the Purchaser deems material in deciding on the advisability of investing in the Securities. Such The Purchaser was afforded (i) the opportunity to ask such questions as such the Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such the Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (FaceBank Group, Inc.)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth fifth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section and has received a copy of the Company’s Annual Report on Form 10-K filed with Information Statement dated March 23, 2012 distributed to the Commission on April 26Company’s stockholders of record as of March 14, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter 2012(“Information Statement”) referred to herein collectively as the “Reports”). Purchasers Subscribers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser Subscriber was afforded (i) the opportunity to ask such questions as such Purchaser Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser Subscriber to evaluate the Securities; and (iii) 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 acquiring the Securities. Notwithstanding the foregoing, such Subscriber acknowledges and understands that, as described in the Information Statement, the Company is contemplating a distribution of all of the outstanding shares of the common stock of Atlantic Green Power Corporation, the Company’s wholly-owned subsidiary, contemporaneously with or shortly after the Closing (the “Distribution”).

Appears in 1 contract

Samples: Subscription Agreement (Southern Usa Resources Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Reign Sapphire Corp)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2016 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

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

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission SEDAR and EXXXX website to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof applicable Canadian or U.S. regulatory agency or Trading Market through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are Such Purchaser is not deemed to have any knowledge of any information not included in the Public Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Western Magnesium Corp.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”)S-1. Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Reign Sapphire Corp)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26March 6, 2013 and the Quarterly Report on Form 10-Q filed 2015 together with the Commission on November 13, 2013 Form 8-K (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (NXT-Id, Inc.)

Information on Company. Such Purchaser The Subscriber has been furnished with the Memorandum and has been furnished with or has had access to at the XXXXX EXXXX Website of the Commission to the Company’s 's Form 10-K filed on January 29, 2007 for the fiscal year ended October 31, 2006, and the financial statements included therein for the year ended October 31, 2006, together with all subsequent filings made with the Commission during available at the period from EXXXX website including the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited filings relating to the Risk Factor section meeting of the Company’s Annual Report stockholders held on Form August 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2007 (hereinafter referred to collectively as the "Reports"). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser the Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser the Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (the Memorandum and such other information is collectively, the "Other Written Information"), and considered all factors such Purchaser the Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded The Other Written Information is qualified in its entirety by the information disclosed by the Company in the Reports. The Subscriber has not relied upon any representation or other information (ioral or written) other than as stated in the Reports or the Other Written Information or as contained in documents so furnished to the Subscriber by the Company in writing. The Subscriber has had the opportunity to ask obtain any additional information, to the extent the Company had such questions as such Purchaser deemed information in their possession or could acquire it without unreasonable effort or expense, necessary of, to verify the accuracy of the information contained in the Memorandum and all documents received or reviewed in connection with the purchase of the Securities and has had the opportunity to receive answers from, have representatives of the Company concerning provide him with such additional information regarding the merits terms and risks conditions of acquiring this particular investment and the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management business and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that of the Company possesses deemed relevant by the Subscriber, and all such requested information, to the extent the Company had such information in its possession or can could acquire it without unreasonable effort or expense that is necessary expense, has been provided by the Company in writing to make an informed investment decision with respect to acquiring the Securitiesfull satisfaction of the Subscriber.

Appears in 1 contract

Samples: Subscription Agreement (Neonode, Inc)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s amended Annual Report on Form 10-K K/A filed with the Commission on April 2615, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2014 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), . Such Purchaser believes that it has received all the information such Purchaser considers necessary or appropriate for deciding whether to purchase the Securities and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities. Such Purchaser acknowledges that it is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement or the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (OxySure Systems Inc)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor Factors section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”)2018. Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (DropCar, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2012 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genius Brands International, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26December 23, 2013 and the Quarterly Report on Form 10-Q filed together with the Commission on November 13, 2013 Closing Form 8-K (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wally World Media, Inc)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day Business Day (as defined in Section 13(h) herein) preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers Subscribers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser Subscriber was afforded (i) the opportunity to ask such questions as such Purchaser Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser Subscriber to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Subscription Agreement (Activecare, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Westinghouse Solar, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s 's filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s 's Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed [RC] together with the Commission on November 13, 2013 Closing Form 8-K (hereinafter referred to collectively as the "Reports"). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the "Other Written Information"), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ironwood Gold Corp.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and for the Quarterly Report on Form 10-Q filed with the Commission on November 13fiscal year ended December 31, 2013 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bio Key International Inc)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). .Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In xxxxxxxx.Xx addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. .Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Reign Sapphire Corp)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report amended registration statement on Form 10-K S-1 filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13October 3, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), . Such Purchaser believes that it has received all the information such Purchaser considers necessary or appropriate for deciding whether to purchase the Securities and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arista Power, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on for the fiscal year ended April 2630, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2014 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (WPCS International Inc)

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Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form Forms 10-K and 10K-A filed with the Commission on April 2616, 2013 and the Quarterly Report on Form 10-Q filed 2015 together with the Commission on November 13, 2013 Form 8-K (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (iHookup Social, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two four (4) years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended June 30, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2014 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports or in this Agreement (including the Disclosure Schedules) unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (MV Portfolios, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereundersince December 31, 2013, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal years ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13December 31, 2013 2014 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

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

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth (10th) business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26June 29, 2013 2016 and the Company's Quarterly Report Reports on Form 10-Q filed with subsequently thereto, and the Commission registration statements and supplements thereto on November 13, 2013 Form S-3 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the SEC Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aethlon Medical Inc)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof beginning on August 9, 2018 and continuing through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports Disclosure Schedule unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities. Purchaser acknowledges and confirms that the Common Stock is not presently traded on any market or securities exchange and, as of the date hereof, the Company has not applied for listing or quotation on any exchange. The Purchaser understands that the Company is currently seeking sponsorship for the trading of its Common Stock on the OTC QB or other over-the-counter trading platform. The Purchaser further acknowledges that there can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can the Company provide any assurance that the Common Stock will actually be quoted on the OTC QB or other over-the-counter trading platform or, if quoted, that a viable public market will materialize.

Appears in 1 contract

Samples: Securities Purchase Agreement (FMC GlobalSat Holdings, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website EXXXX website of the Commission Commission, SEDAR and OTCQB to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof applicable Canadian or U.S. regulatory agency or Trading Market through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (BriaCell Therapeutics Corp.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with and available at the Commission OTC Pink Marketplace website during the period from the date that is two years preceding the date hereof through the tenth (10th) business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “OTC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the OTC Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alternus Energy Inc.)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are Subscriber is not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser Subscriber was afforded (i) the opportunity to ask such questions as such Purchaser Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser Subscriber to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Petro River Oil Corp.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunderCommission, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”)2013. Purchasers are not deemed to have any knowledge of any information not included in the SEC Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION requested (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make to make an informed investment decision with respect to the acquisition of the securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (World Surveillance Group Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereundersince December 31, 2014, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal years ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2014 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Intellect Neurosciences, Inc.)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser Subscriber purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Current Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 131, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers Subscriber are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser Subscriber was afforded (i) the opportunity to ask such questions as such Purchaser Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser Subscriber to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (MEDL Mobile Holdings, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereundersince January 9, 2013, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2012 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

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

Information on Company. Such The Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such the Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers Purchaser are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such the Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such the Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such the Purchaser deems material in deciding on the advisability of investing in the Securities. Such The Purchaser was afforded (i) the opportunity to ask such questions as such the Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such the Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

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

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s amended Annual Report on Form 10-K K/A filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 132, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), . Such Purchaser believes that it has received all the information such Purchaser considers necessary or appropriate for deciding whether to purchase the Securities and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities. Such Purchaser acknowledges that it is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement or the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (OxySure Systems Inc)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor Factors section of the Company’s Annual Report on Form 10-K filed with the Commission on for the fiscal year ended April 2630, 2013 2017 and the Quarterly Report Company’s Registration Statement on Form 10S-4 (File No. 333-Q filed with the Commission on November 13, 2013 220891) (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (DropCar, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and for the Quarterly Report on Form 10-Q filed with the Commission on November 13fiscal year ended June 30, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Graphite Technologies Inc.)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth (10th) business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder(hereinafter collectively referred to, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed together with the Commission on April 26Super 8-K, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers are Such Subscriber is not deemed to have any knowledge of any information not included in the Reports Reports, unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded In addition to the foregoing, such Subscriber acknowledges that it has been afforded: (i) the opportunity to ask such questions as such Purchaser it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of acquiring investing in the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser it to evaluate the Securitiesits investment; and (iii) 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 acquiring the Securitiesinvestment. Neither such inquiries nor any other investigation conducted by or on behalf of such Subscriber or its representatives or counsel shall modify, amend or affect such Subscriber’s right to rely on the truth, accuracy and completeness of the Reports, Other Written Information and the Company’s representations and warranties contained in the Transaction Documents.

Appears in 1 contract

Samples: Subscription Agreement (BeesFree, Inc.)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser Subscriber purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Current Report on Form 108-K filed with the Commission on April 26June 30, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2011 (hereinafter referred to collectively as the “Reports”). Purchasers Subscribers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requestedrequested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser Subscriber was afforded (i) the opportunity to ask such questions as such Purchaser Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser Subscriber to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (MEDL Mobile Holdings, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor Factors section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 2018 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sigma Labs, Inc.)

Information on Company. Such Purchaser has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April Feb 26, 2013 and the Quarterly Report on Form 10-Q filed 2014 together with the Commission on November 13, 2013 Closing Form 8-K (hereinafter referred to collectively as the “Reports”). Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence. In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities. Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vapor Corp.)

Information on Company. Such Purchaser Subscriber has been furnished with or has had access to the XXXXX EXXXX Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Initial Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Risk Factor section of the Company’s Annual Report on Form 10-K filed with the Commission on April 26, 2013 and the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2013 (hereinafter referred to collectively as the “Reports”). Purchasers Except for the Subscribers identified on Schedule 4.1(d) hereto, Subscribers are not deemed to have any knowledge of any information not included in the Reports unless such information is has been delivered in the manner described in the next sentence. In addition, such Purchaser Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser Subscriber has requested, requested in writing identified thereon there on as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Purchaser Subscriber deems material in deciding on the advisability of investing in the Securities. Such Purchaser Subscriber was afforded (i) the opportunity to ask such questions as such Purchaser Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser Subscriber to evaluate the Securities; and (iii) 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 acquiring the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Petro River Oil Corp.)

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