Investment Representations and Covenants of the Purchaser. (a) This Agreement is made by the Company in reliance upon the Purchaser's representations and covenants made in this Section 4. The Purchaser represents that the Shares, the Warrant and the Common Stock issuable upon conversion of the Shares and exercise of the Warrant will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or "distribution" of any part thereof within the meaning of the Securities Act.
Investment Representations and Covenants of the Purchaser. Each Purchaser hereby represents, warrants and covenants to the Company, severally and not jointly, with respect to its purchase of the Shares as follows: Investment Representations and Covenants of the Purchaser. Purchaser understands that the Shares (and the Common Stock issuable upon conversion of the Shares) have not been registered under the Act and are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon the representations of Purchaser contained herein. Purchaser is acquiring the Shares (and the Common Stock issuable upon conversion of the Shares) for Purchaser's own account for investment and not as a nominee and not with a view to the distribution thereof. Purchaser understands that it must bear the economic risk of this investment indefinitely unless the Shares or such Common Stock are registered pursuant to the Act, or an exemption from such registration is available, and that the Company has no obligation to register the Shares or such Common Stock (except as may be provided in the Investor Rights Agreement between the Company and the Purchaser to be executed and delivered at Closing). Purchaser further understands that there is no assurance that any exemption from the Act will be available or, if available, that such exemption will allow Purchaser to dispose of or otherwise transfer any or all of the Shares or such Common Stock under the circumstances, in the amounts or at the times Purchaser might propose. By reason of Purchaser's business or financial experience, Purchaser has the capacity to protect Purchaser's own interests in connection with the purchase of the Shares hereunder and has the ability to bear the economic risk (including the risk of total loss) of Purchaser's investment. Purchaser further covenants that Purchaser will not make any sale, transfer or other disposition of the Shares or such Common Stock in violation of the Act, the Securities and Exchange Act of 1934, or the rules of the Commission promulgated thereunder. Purchaser covenants that, in the absence of an effective registration statement covering the Shares and the Common Stock issued on conversion thereof, it will sell, transfer, or otherwise dispose of the Shares and any Common Stock issued on conversion thereof only in a manner consistent with its representations and covenants set forth in this Section 4. In connection therewith, Purchaser acknowledges that the Company shall make a notation in its stock books r...
Investment Representations and Covenants of the Purchaser
