Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein.
Appears in 9 contracts
Samples: Preferred Stock Purchase Agreement (American Millennium Corp Inc), Common Stock Purchase Agreement (Bellsouth Corp), Preferred Stock Purchase Agreement (Apple Computer Inc)
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, account and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser It understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from specified exemptions form the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained hereinAct.
Appears in 8 contracts
Samples: Common Stock Purchase and Registration Rights Agreement (Archemix Corp.), Collaboration and License Agreement (Nuvelo Inc), Collaborative Research and License Agreement (Nitromed Inc)
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific and are being issued pursuant to an exemption from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained hereinAct.
Appears in 4 contracts
Samples: Share Purchase Agreement (Weiner David), Share Purchase Agreement (Trestle Holdings Inc), Share Purchase Agreement (Weiner David)
Investment. The Purchaser Buyer is acquiring the Shares only for investment for its in Buyer's own account, not as a nominee or agent, agent and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser Buyer understands that the sale of the Shares have has not been registered under the Securities Act of 1933, as amended (the "Act"), by reason of a specific exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the Buyer's investment intent and the accuracy of the PurchaserBuyer's representations and warranties contained as expressed herein.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Leucadia National Corp), Stock Purchase Agreement (Kirby Allan P Jr), Stock Purchase Agreement (Kirby Allan P Jr)
Investment. The Purchaser PURCHASER is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser PURCHASER understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserPURCHASER's representations and warranties contained herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Us Fuel Corp), Stock Purchase Agreement (Nuclear Solutions Inc)
Investment. The Purchaser is acquiring the Shares for investment for ---------- its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Seachange International Inc), Common Stock Purchase Agreement (Seachange International Inc)
Investment. The Purchaser Buyer is acquiring the Shares for investment for its own account, not as a nominee account (or agent, for the account of one of its Subsidiaries) and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser It understands that the Shares have not been and, subject to the terms of this Agreement, will not be registered under the Securities Act by reason of a specific specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the its investment intent and the accuracy of the Purchaser's representations and warranties contained as express herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (AccountAbilities, Inc.), Stock Purchase Agreement (AccountAbilities, Inc.)
Investment. The Purchaser Buyer is acquiring the Shares for investment for its own account, not as a nominee or agent, account and not with a view toto selling, distributing or for resale transferring the Shares in connection with, any distribution thereofviolation of the registration requirements of the Act or applicable state securities laws. The Purchaser Buyer understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (California Real Estate Investment Trust), Stock Purchase Agreement (Peregrine Real Estate Trust)
Investment. The Purchaser is acquiring the Warrant and the Warrant Shares for investment for its own account, not as a nominee or agent, account for investment and not with a view to, or for resale sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The Purchaser understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of a specific exemption or qualified under any applicable state securities laws in reliance upon exemptions from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained hereinsuch requirements.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (SLM Holdings, Inc.), Warrant Purchase Agreement (Edison Schools Inc)
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, account and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser understands parties stipulate that the Shares Shares, and the shares of Common Stock issuable under the Warrant Agreements have not been registered under the Securities Act by reason of a specific an exemption from the registration provisions of the Securities Act which that depends upon, among other things, the bona fide nature of the its investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ac Humko Corp), Stock Purchase Agreement (Bionutrics Inc)
Investment. The Purchaser is acquiring the Shares for investment ---------- investment, for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereofdistribution. The Purchaser understands that the Shares have not been been, and will not be (except as contemplated in the Amended Registration Rights Agreement) registered under the Securities Act or applicable state or other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 2 contracts
Samples: Series E Preferred Stock Purchase Agreement (Quicklogic Corporation), Series F Preferred Stock Purchase Agreement (Quicklogic Corporation)
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares to be purchased have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nve Corp /New/), Stock Purchase Agreement (Cypress Semiconductor Corp /De/)
Investment. The Purchaser is acquiring the Shares for investment ---------- investment, for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereofdistribution. The Purchaser understands that the Shares have not been been, and will not be (except as contemplated in the Registration Rights Agreement) registered under the Securities Act or applicable state or other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Quicklogic Corporation)
Investment. The Purchaser is acquiring the Shares for investment for ---------- its own account, not as a nominee or agent, account and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser's investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Management Associates Inc)
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act and are issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein.
Appears in 1 contract
Investment. The Such Purchaser is acquiring the Shares for investment ---------- for its own account, not as a nominee or agent, account and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act or under the securities laws of any State, by reason of a specific exemption exemptions from the registration provisions of the Securities Act and such state laws which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations herein and warranties contained the bona fide nature of the Purchaser's investment intent as expressed herein.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Information Management Associates Inc)
Investment. The Purchaser is acquiring the Shares for investment for its ---------- the Purchaser's own account, not as a nominee or agent, and not with a the view to, to or for resale in connection with, with any distribution thereof. The Purchaser understands that the offer and sale of the Shares have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Investment. The Purchaser is acquiring the Shares for investment ---------- for its own account, not as a nominee or agent, account and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act") by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser's investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Management Associates Inc)
Investment. The Such Purchaser is acquiring the Shares for investment ---------- for its own account, not as a nominee or agent, account and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, accuracy of the Purchaser's representations herein and the bona fide nature of the Purchaser's investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Management Associates Inc)
Investment. The Such Purchaser is acquiring the Shares for investment ---------- for its own account, not as a nominee or agent, account and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, accuracy of the Purchaser's representations herein and the bona fide nature of the Purchaser's investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Management Associates Inc)
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, account and not with a view to, or for resale in connection with, any distribution thereof, and it has no present intention of selling or distributing the Shares or the Underlying Stock. The Purchaser understands that the Shares (and the Underlying Stock) to be purchased by it have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Zitel Corp)
Investment. The Purchaser is acquiring the Purchased Shares for investment for its Purchaser's own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Purchased Shares have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upontherefrom, and that any such exemption would depend, among other things, upon the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained hereinas expressed in this Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Semotus Solutions Inc)
Investment. The Purchaser is acquiring the Shares and the Warrant for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares and the Warrant have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Dialogic Corp)
Investment. The Such Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Such Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific and are being issued pursuant to an exemption from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained hereinAct.
Appears in 1 contract
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereofthereof except in compliance with applicable securities laws. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific and are being sold pursuant to an exemption from the registration provisions requirements of the Securities Act which depends upon, among other things, Act. The Purchaser is an “accredited investor” as defined in Regulation D promulgated by the bona fide nature of Securities and Exchange Commission under the investment intent and the accuracy of the Purchaser's representations and warranties contained hereinSecurities Act.
Appears in 1 contract
Samples: Assignment of Rights Agreement (Brilliant Digital Entertainment Inc)
Investment. The Purchaser is acquiring the Shares for investment for its his own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereofhereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein.
Appears in 1 contract
Investment. The Purchaser is acquiring the Shares for investment ---------- for its own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereofthereof or with any present intention of distributing or selling the Shares. The Purchaser understands that the Shares have will not been be registered under the Securities Act Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser's investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Investment. The Purchaser is acquiring the Shares for investment for its the Purchaser's own account, not as a nominee or agent, and not with a the view to, to or for resale in connection with, with any distribution thereof. The Purchaser understands that the offer and sale of the Shares have not been been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract
Investment. The Such Purchaser is acquiring the Shares for as an investment for its own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser It understands that the Shares have not been and will not be registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser's representations as expressed herein and warranties contained hereinin response to the Company's inquiries.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Oryx Technology Corp)
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific and are issued pursuant to an exemption from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained hereinAct.
Appears in 1 contract
Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's ’s representations and warranties contained herein.
Appears in 1 contract
Investment. The Purchaser is acquiring the Shares for investment for its the Purchaser's own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been been, and will not be when issued, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained as expressed herein.
Appears in 1 contract