Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. Such Purchaser understands that the offering and sale of the Purchased Shares have not been registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein. Such Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares for resale.

Appears in 3 contracts

Samples: Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Communication Intelligence Corp)

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Investment Representations and Warranties. Such Purchaser understands that the offering and sale of the Purchased Shares and Warrants have not been registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein. Such Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares and Warrants for resale.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Phoenix Venture Fund LLC), Securities Purchase Agreement (Phoenix Venture Fund LLC), Securities Purchase Agreement (Communication Intelligence Corp)

Investment Representations and Warranties. Such Purchaser understands and agrees that the offering and sale of the Purchased Shares have not been registered under the Securities Act or any applicable state securities laws and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations as expressed herein. Such Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares for resale.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Oasis Management Co Ltd.), Securities Purchase Agreement (Nam Tai Property Inc.)

Investment Representations and Warranties. Such Purchaser understands that the offering and sale of the Purchased Shares Securities have not been registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein. Such The Purchaser acknowledges that, except as set forth in the Registration Investor Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares Securities for resale.

Appears in 2 contracts

Samples: Series C Preferred Stock Purchase Agreement (Princeton Review Inc), Series C Preferred Stock Purchase Agreement (Prides Capital Partners, LLC)

Investment Representations and Warranties. Such The Purchaser understands and agrees that the offering and sale of the Purchased Shares have has not been registered under the Securities Act or any applicable state securities laws and are is being made in reliance upon federal and state exemptions for transactions not involving a public offering offering, the availability of which depend upon, among other things, the bona fide nature of the Purchaser’s investment intent and the accuracy of the Purchaser’s representations as expressed herein. Such Purchaser acknowledges that, except as set forth contained in the Registration Rights Section 4 of this Agreement, the Company has no obligation to register or qualify the Purchased Shares for resale.

Appears in 1 contract

Samples: Securities Purchase Agreement (La Jolla Pharmaceutical Co)

Investment Representations and Warranties. Such Purchaser understands and agrees that the offering and sale of the Purchased Shares Securities have not been registered under the Securities Act or any applicable state securities laws and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. Such The Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, that the Company has no obligation to register or qualify the Purchased Shares Securities for resale.

Appears in 1 contract

Samples: Securities Purchase Agreement (Irvine Sensors Corp/De/)

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Investment Representations and Warranties. Such The Purchaser understands and agrees that the offering and sale of the Purchased Shares have has not been registered under the Securities Act or any applicable state securities laws and are is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. Such Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares for resale.

Appears in 1 contract

Samples: Subscription Agreement (Support.com, Inc.)

Investment Representations and Warranties. Such Purchaser understands that the offering and sale of the Purchased Shares Securities have not been registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein. Such The Purchaser acknowledges that, except as set forth in the Registration Amended and Restated Investor Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares Securities for resale.

Appears in 1 contract

Samples: Series E Preferred Stock Purchase Agreement (Princeton Review Inc)

Investment Representations and Warranties. Such Purchaser understands and agrees that the offering and sale of the Purchased Shares have has not been registered under the Securities Act or any applicable state securities laws and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations as expressed herein. Such Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares for resale.

Appears in 1 contract

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

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