Reliance on Exemptions. Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 97 contracts
Samples: Securities Purchase Agreement (Fluent, Inc.), Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (Oncocyte Corp)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 65 contracts
Samples: Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (SuperCom LTD), Securities Purchase Agreement (Investview, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 50 contracts
Samples: Note Purchase Agreement (Clene Inc.), Securities Purchase Agreement (Rocky Mountain Chocolate Factory, Inc.), Securities Purchase Agreement (Pieris Pharmaceuticals, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesShares.
Appears in 29 contracts
Samples: Securities Purchase Agreement (Ribbon Communications Inc.), Securities Purchase Agreement (Forian Inc.), Stock Purchase Agreement (Catabasis Pharmaceuticals Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 26 contracts
Samples: Securities Purchase Agreement (Beyond Air, Inc.), Securities Purchase Agreement (CalciMedica, Inc.), Securities Purchase Agreement (CalciMedica, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Provention Bio, Inc.), Securities Purchase Agreement (Cue Biopharma, Inc.), Securities Purchase Agreement (Cue Biopharma, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Pura Naturals, Inc.), Securities Purchase Agreement (Cannasys Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesShares.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Grandsouth Bancorporation), Securities Purchase Agreement (MidWestOne Financial Group, Inc.), Securities Purchase Agreement (Bankwell Financial Group, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it the Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Inkine Pharmaceutical Co Inc), Securities Purchase Agreement (Remote Dynamics Inc), Note Purchase Agreement (Advanced Environmental Recycling Technologies Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares and Warrants being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesShares and Warrants.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Lpath, Inc), Securities Purchase Agreement (Helicos Biosciences Corp), Securities Purchase Agreement (Cytori Therapeutics, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiessuch securities.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Sibling Group Holdings, Inc.), Securities Purchase Agreement (Boldface Group, Inc.), Securities Purchase Agreement (Boldface Group, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase Agreement (CONTRAFECT Corp)
Reliance on Exemptions. Such Purchaser understands that the Securities Preferred Shares being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesPreferred Shares.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Citizens Community Bancorp Inc.), Securities Purchase Agreement (First Bancshares Inc /MS/), Securities Purchase Agreement (First Bancshares Inc /MS/)
Reliance on Exemptions. Such Purchaser understands that the ---------------------- Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements warranties and understandings agreements of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiessuch securities.
Appears in 7 contracts
Samples: Purchase Agreement (Divine Interventures Inc), Purchase Agreement (Divine Interventures Inc), Purchase Agreement (Divine Interventures Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Imageware Systems Inc), Securities Purchase Agreement (Imageware Systems Inc), Securities Purchase Agreement (True Drinks Holdings, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesShares.
Appears in 7 contracts
Samples: Securities Purchase Agreement (PSQ Holdings, Inc.), Securities Purchase Agreement (Hudson Executive Capital LP), Subscription Agreement (Opexa Therapeutics, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s the Purchasers’ compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser the Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser the Purchasers to acquire the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Fathom Holdings Inc.), Securities Purchase Agreement (Douglas Elliman Inc.), Securities Purchase Agreement
Reliance on Exemptions. Such Each Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Precipio, Inc.), Securities Purchase Agreement (Precipio, Inc.), Securities Purchase Agreement (Transgenomic Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Root9B Technologies, Inc.), Securities Purchase Agreement (Root9B Technologies, Inc.), Securities Purchase Agreement (Root9B Technologies Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities Sale is being offered and sold to it made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to complete the Sale and to acquire the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Sorrento Therapeutics, Inc.), Securities Purchase Agreement (Sorrento Therapeutics, Inc.), Securities Purchase Agreement (Sorrento Therapeutics, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities Notes being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is Borrowers are relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesNotes.
Appears in 6 contracts
Samples: Senior Secured Note Purchase Agreement (TILT Holdings Inc.), Subordination Agreement (TILT Holdings Inc.), Senior Secured Note Purchase Agreement (TILT Holdings Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (GTC Biotherapeutics Inc), Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from or non-application of the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (NRG Energy, Inc.), Securities Purchase Agreement (Amarin Corp Plc\uk), Securities Purchase Agreement (Amarin Corp Plc\uk)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Oragenics Inc), Securities Purchase Agreement (Oragenics Inc), Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesShares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Essex Corporation), Securities Purchase Agreement (Essex Corporation), Securities Purchase Agreement (Essex Corporation)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesCommon Stock and Warrants.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Avant Immunotherapeutics Inc), Securities Purchase Agreement (Vion Pharmaceuticals Inc), Securities Purchase Agreement (Vion Pharmaceuticals Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgements, and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesShares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Bancorp 34, Inc.), Securities Purchase Agreement (Central Federal Corp), Securities Purchase Agreement (Pathfinder Bancorp, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (NetBrands Corp.), Securities Purchase Agreement (Griffin Industrial Realty, Inc.), Securities Purchase Agreement (Pressure Biosciences Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Axelerex Corp.), Contribution Agreement (I-on Digital Corp.), Securities Purchase Agreement (I-on Digital Corp.)
Reliance on Exemptions. Such The Purchaser understands that the Securities Preferred Stock and Warrants are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Seller is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiessecurities.
Appears in 5 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Genetronics Biomedical Corp), Preferred Stock and Warrant Purchase Agreement (Transmeridian Exploration Inc), Preferred Stock and Warrant Purchase Agreement (Nexmed Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement, Securities Purchase Agreement (Cellpoint Inc)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements representations and understandings of such Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Series B Preferred Stock Purchase Agreement (Wolverine Tube Inc), Series B Preferred Stock Purchase Agreement (Plainfield Special Situations Master Fund Ltd.), Series B Preferred Stock Purchase Agreement (Wolverine Tube Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Note and Warrant Purchase Agreement (Nexxus Lighting, Inc.), Note and Warrant Purchase Agreement (Nexxus Lighting, Inc.), Preferred Stock and Warrant Purchase Agreement (Nexxus Lighting, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Notes and Warrants Purchase Agreement (Chinacast Education Corp), Securities Purchase Agreement (Telkonet Inc), Securities Purchase Agreement (Telkonet Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesCommon Stock and Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Pro Pharmaceuticals Inc), Common Stock and Warrant Purchase Agreement (Biosante Pharmaceuticals Inc), Securities Purchase Agreement (Pro Pharmaceuticals Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesPreferred Shares.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Yadkin Valley Financial Corp), Securities Purchase Agreement (BNC Bancorp), Securities Purchase Agreement (Oriental Financial Group Inc)
Reliance on Exemptions. Such The Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Ventyx Biosciences, Inc.), Securities Purchase Agreement (Vigil Neuroscience, Inc.), Securities Purchase Agreement (Blue Ridge Bankshares, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Series D Preferred Stock Purchase Agreement (SANUWAVE Health, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Boston Therapeutics, Inc.), Securities Purchase Agreement (Ideal Power Inc.), Securities Purchase Agreement (Ideal Power Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments, and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiessuch securities.
Appears in 4 contracts
Samples: Bridge Note Purchase and Security Agreement (Tracker Corp of America), Bridge Note Purchase Agreement (Cambex Corp), Series 1 Bridge Note Purchase and Security Agreement (Tracker Corp of America)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in the Transaction Documents and the Investor Questionnaire in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it them in reliance on upon specific exemptions from or non-application of the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein and in Exhibit A in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Spirits Capital Corp), Securities Purchase Agreement (Spirits Capital Corp), Securities Purchase Agreement (Workhorse Group Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it them in reliance on upon specific exemptions from or non-application of the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (HyperSpace Communications, Inc.), Securities Purchase Agreement (HyperSpace Communications, Inc.), Securities Purchase Agreement (HyperSpace Communications, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Bionano Genomics, Inc), Common Stock Purchase Agreement (Regulus Therapeutics Inc.), Securities Purchase Agreement (DigitalPost Interactive, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Secured Convertible Note Purchase Agreement (Medicine Man Technologies, Inc.), Stock Purchase Agreement (Clarient, Inc), Stock Purchase Agreement (Clarient, Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitieslaws.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Worldgate Communications Inc), Securities Purchase Agreement (Worldgate Communications Inc), Securities Purchase Agreement (Worldgate Communications Inc)
Reliance on Exemptions. Such The Purchaser understands that the Securities Preferred Stock and Warrants are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Seller is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiessecurities.
Appears in 3 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Avatech Solutions Inc), Preferred Stock and Warrant Purchase Agreement (Boston Life Sciences Inc /De), Preferred Stock and Warrant Purchase Agreement (Genetronics Biomedical Corp)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal Federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and such Purchaser’s compliance with, warranties of the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Liferate Systems Inc), Securities Purchase Agreement (Instant Video Technologies Inc), Securities Purchase Agreement (Valuestar Corp)
Reliance on Exemptions. Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Shattuck Labs, Inc.), Securities Purchase Agreement (Viridian Therapeutics, Inc.\DE), Securities Purchase Agreement (Viridian Therapeutics, Inc.\DE)
Reliance on Exemptions. Such Each Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Alliance MMA, Inc.), Securities Purchase Agreement (Alliance MMA, Inc.), Securities Purchase Agreement (Alliance MMA, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments, and understandings of such Purchaser set forth herein and in order the Subscription Agreement to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Know Labs, Inc.), Securities Purchase Agreement, Securities Purchase Agreement (Know Labs, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Giga Tronics Inc), Securities Purchase Agreement (Giga Tronics Inc), Securities Purchase Agreement (Giga Tronics Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein and in Exhibit A or Exhibit B, as applicable, in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Biohitech Global, Inc.), Securities Purchase Agreement (Biohitech Global, Inc.), Securities Purchase Agreement (Biohitech Global, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Investment Agreement (Strategic Value Bank Partners LLC), Investment Agreement (First Foundation Inc.), Investment Agreement (First Foundation Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Investment Agreement (Seacoast Banking Corp of Florida), Investment Agreement (Seacoast Banking Corp of Florida), Investment Agreement (CapGen Capital Group III LP)
Reliance on Exemptions. Such Each Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Technoconcepts, Inc.), Securities Purchase Agreement (Technoconcepts, Inc.), Securities Purchase Agreement (Technoconcepts, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warrantieswarrants, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Digerati Technologies, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities Warrants and Warrant Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesWarrants.
Appears in 2 contracts
Samples: Securities Purchase Agreement (COPsync, Inc.), Securities Purchase Agreement (COPsync, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order as part of its determination as to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Subscription Agreement (Blue Star Foods Corp.), Securities Purchase Agreement (Tengion Inc)
Reliance on Exemptions. Such The Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the SecuritiesPreferred Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (BNC Bancorp), Securities Purchase Agreement and Amendment Number 1 to Investment Agreement (Aquiline BNC Holdings LLC)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in this Agreement in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Avax Technologies Inc), Convertible Note and Warrant Purchase Agreement (Avax Technologies Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities Notes and Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesCommon Stock and Warrants.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Access Pharmaceuticals Inc), Convertible Note and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities Shares are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesShares.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Adept Technology Inc), Common Stock Purchase Agreement (Boston Life Sciences Inc /De)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth accuracy and accuracy of, completeness of the representations and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings warranties of such Purchaser set forth herein in this Agreement in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ener1 Inc), Securities Purchase Agreement (Ener1 Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vialink Co), Securities Purchase Agreement (Vialink Co)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Twinlab Consolidated Holdings, Inc.), Securities Purchase Agreement (Mri Interventions, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Miv Therapeutics Inc), Securities Purchase Agreement (I-Level Media Group Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the applicable United States federal and state securities laws and that the Company is Companies are relying in part upon the truth and accuracy of, and such each Purchaser’s compliance with, the representations, warranties, agreementsacknowledgments, acknowledgements understandings, agreements and understandings covenants of such Purchaser Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser Purchasers to acquire the Securities.
Appears in 2 contracts
Samples: Note Purchase Agreement (Small World Kids Inc), Note Purchase Agreement (Small World Kids Inc)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements representations and understandings of such Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Wca Waste Corp), Preferred Stock Purchase Agreement (Global BPO Services Corp)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements representations and understandings of such Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Westwood One Inc /De/), Purchase Agreement (Westwood One Inc /De/)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Series a 6% 2014 Convertible Redeemable Preferred Stock Purchase Agreement (BLVD Holdings Inc), Convertible Redeemable Preferred Stock Purchase Agreement (Cyber Supply Inc.)
Reliance on Exemptions. Such Purchaser understands and agrees that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medicor LTD), Note Purchase Agreement (Jed Oil Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities Purchased Shares are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesPurchased Shares.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Axar Capital Management L.P.), Series a Preferred Stock Purchase Agreement (Stonemor Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiesits Note.
Appears in 2 contracts
Samples: Note Purchase Agreement (China SLP Filtration Technology, Inc.), Note Purchase Agreement (Perpetual Technologies, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities Sale is being offered and sold to it made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to complete the Sale and to acquire the SecuritiesApplicable Note and the Applicable Warrant.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sorrento Therapeutics, Inc.), Securities Purchase Agreement (Sorrento Therapeutics, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NeuroBo Pharmaceuticals, Inc.), Financing Agreement (Spine Pain Management, Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such each Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Unsecured Convertible Debenture Purchase Agreement (Miravant Medical Technologies), Unsecured Convertible Debenture and Warrant Purchase Agreement (Miravant Medical Technologies)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings warranties of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Westell Technologies Inc), Securities Purchase Agreement (THCG Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Meridian Waste Solutions, Inc.), Securities Purchase Agreement (Meridian Waste Solutions, Inc.)
Reliance on Exemptions. Such Purchaser understands The Purchasers understand that the Securities are being offered and sold to it the Purchasers in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s the Purchasers' compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser the Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser the Purchasers to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Merlin Software Technologies International Inc), Securities Purchase Agreement (Inkine Pharmaceutical Co Inc)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hall of Fame Resort & Entertainment Co), Securities Purchase Agreement (Hall of Fame Resort & Entertainment Co)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Private Media Group Inc), Securities Purchase Agreement (Private Media Group Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings warranties of such Purchaser set forth herein in this Section 7 in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Impax Laboratories Inc), Purchase Agreement (Impax Laboratories Inc)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it the Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Remote Dynamics Inc), Note Purchase Agreement (Speedcom Wireless Corp)
Reliance on Exemptions. Such Each Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Biotech Products Services & Research, Inc.), Securities Purchase Agreement (DSG Global Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARCA Biopharma, Inc.), Securities Purchase Agreement (ARCA Biopharma, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from or non-application of the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such the Purchaser to acquire the Securities. SECTION 3.4.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement
Reliance on Exemptions. Such Purchaser understands that the Securities Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesCommon Stock offered hereunder.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Ninteenth Investment Co LLC), Common Stock Purchase Agreement (NextDecade Corp.)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Great Ajax Corp.), Securities Purchase Agreement (Great Ajax Corp.)
Reliance on Exemptions. Such The Subsequent Purchaser understands that the Securities are being offered and sold to it in reliance on one or more specific exemptions exemptions, including under Rule 144A promulgated under the Securities Act, from the registration requirements of United States U.S. federal and state securities laws and that each of the Company and the Initial Purchasers is relying in part upon the truth and accuracy of, and such of the Subsequent Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements representations and understandings of such Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiesexemption.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Hanger Orthopedic Group Inc), Preferred Stock Purchase Agreement (Ares Corporate Opportunities Fund Lp)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments, and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securitiessuch securities.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (American Millennium Corp Inc), Convertible Note Purchase Agreement (American Millennium Corp Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the SecuritiesNotes and Warrants.
Appears in 2 contracts
Samples: Convertible Debt and Warrant Purchase Agreement (Miravant Medical Technologies), Note and Warrant Purchase Agreement (Miravant Medical Technologies)
Reliance on Exemptions. Such The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (MicroCloud Hologram Inc.), Note Purchase Agreement (Cardinal Energy Group, Inc.)
Reliance on Exemptions. Such The Purchaser understands that the Securities Preferred Stock and Warrants are being offered and sold to it such Purchaser in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Seller is relying in part upon the truth and accuracy of, and such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgements acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Orthovita Inc), Preferred Stock and Warrant Purchase Agreement (Orthovita Inc)
Reliance on Exemptions. Such Initial Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Initial Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements representations and understandings of such Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of such Initial Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Ares Corporate Opportunities Fund Lp), Preferred Stock Purchase Agreement (Hanger Orthopedic Group Inc)
Reliance on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, of the representations and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings warranties of such Purchaser set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ramtron International Corp), Securities Purchase Agreement (CTS Corp)
