Investor Acknowledgments. (1) It is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related Agreements.
(4) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operates. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing are a suitable investment for it.
Investor Acknowledgments. In connection with the purchase and sale of the Shares, the Investor understands and acknowledges to the Company that:
(a) the offering and sale of the Shares has not been reviewed or approved by the Nasdaq Stock Market or the Securities and Exchange Commission (the “SEC”) by reason of the parties’ intention that the offering be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of the provisions of Section 4(2) of the Securities Act;
(b) the Company did not offer the Shares to the Investor by way of general solicitation or general advertising;
(c) the issuance of the Common Stock has not been qualified under any state securities laws in reliance upon exemptions therefrom;
(d) the Shares have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement; and
(e) subject to the terms of Section 3.2(b), the certificate representing the Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO CASI PHARMACEUTICALS, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.”
Investor Acknowledgments. In reliance upon the representations and covenants and acknowledgments of the Company and the Guarantors contained in this Agreement and subject to the terms and conditions contained herein, during the Forbearance Period, the Investor agrees to forbear from exercising its rights and remedies under the New Transaction Documents or applicable law, solely with respect to the Specified Defaults.
Investor Acknowledgments. 10 Section 4.04. Financial Advisors...............................................................11 Section 4.05. Legend...........................................................................11 Section 4.06. No other Representations or Warranties...........................................11 Section 4.07. No Action Taken to Invalidate Private Placement..................................12
Investor Acknowledgments. (a) Each of the Investor and each Purchaser has had the opportunity, directly or through its representatives, to ask questions of and receive answers from Persons acting on behalf of the Company concerning the transactions contemplated by this Agreement.
(b) Each of the Investor and each Purchaser acknowledges that the Series A Notes may not be converted into shares of Common Stock until the first anniversary of the Closing Date, in accordance with the terms hereof.
(c) Each of the Investor and each Purchaser acknowledges that the Series B Notes may not be converted into shares of Common Stock until the latest to occur of (i) the effectiveness of the Amendment, (ii) the receipt of the Requisite Stockholder Approval, and (iii) the first anniversary of the Closing Date, each case in accordance with the terms hereof.
Investor Acknowledgments. You acknowledge and agree that (a) you received a current prospectus for the selected Fund; (b) we have not provided any investment advice to you regarding the Fund and we have made no representation as to the suitability, safety, or appropriateness for you of any Fund; (c) we are acting solely as your agent in purchasing, selling, and redeeming Shares on your behalf; (d) if the Fund you select is a BMO Money Market Fund, our affiliate provides investment advisory and other services to the Fund and we provide custodial and other services to the Fund, and we and our affiliate receive fees for these services as disclosed in the Fund prospectus; (e) investment return will fluctuate and although each Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a Fund; (f) past performance of any Fund is not a guaranty of future results; (g) all Fund investments are made at your own risk and are without recourse to us and we are not responsible for any losses related to your investment in the Shares; (h) the records of the Fund will show that Shares purchased under this Service are held in our name, and not in your name, while our records will show your beneficial ownership of Shares of the selected Fund; and (i) the Fund may pay compensation to us for shareholder accounting and other administrative services we provide in connection with offering the Service.
Investor Acknowledgments. The Investor has had the opportunity, directly or through its representatives, to ask questions of and receive answers from Persons acting on behalf of the Company concerning the transactions contemplated by this Agreement and has received sufficient information to evaluate its investment in the Company. The Investor acknowledges that the conversion of the Convertible Note into shares of Common Stock is subject to a number of contingencies set forth in the Convertible Note, one or more of which may not occur. The decision of the Investor to purchase the securities being acquired by it pursuant hereto is based on the information contained in this Agreement and its own independent investigation of the Company. The Investor has been, and will continue to be, solely responsible for making its own independent appraisal of an investigation into, and in connection with this Agreement and the transactions contemplated hereby it has made such an independent appraisal of an investigation into, the financial condition, creditworthiness, affairs, status and nature of the Company, and it has not relied, and will not hereafter rely, on the Company or any Affiliate or representative of the Company with respect to such matters or to update the Investor with respect to such matters.
Investor Acknowledgments. Investor Acknowledgments from each Investor, duly executed and delivered by each Investor;
Investor Acknowledgments. 2.1. The Investor acknowledges that the Company intends to enter into agreements similar to this Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the securities purchase agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements”).
Investor Acknowledgments. (a) Each Purchaser is an "accredited investor" as defined in Regulation D of the Securities Act or it has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder and it is able to financially bear the risks thereof. Each Purchaser has (i) been provided with all suitable information in respect of the transactions contemplated hereby by the Company (or, in the case of Purchasers who are members of the JWC Group, by the Purchaser Representative) pursuant to Rule 502(b) of Regulation D of the Securities Act, (ii) has been provided with an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives (or, in the case of Purchasers who are members of the JWC Group, by the Purchaser Representative) `regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and (iii) has obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
