Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 34 contracts
Samples: Securities Purchase Agreement (Pure Bioscience, Inc.), Purchase Agreement, Securities Purchase Agreement (Pure Bioscience, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities or “blue sky” laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 23 contracts
Samples: Securities Purchase Agreement (Stins Coman Inc), Securities Purchase Agreement (Rit Technologies LTD), Securities Purchase Agreement (Stins Coman Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 23 contracts
Samples: Securities Purchase Agreement (Future FinTech Group Inc.), Securities Purchase Agreement (Color Star Technology Co., Ltd.), Securities Purchase Agreement (Color Star Technology Co., Ltd.)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Ocwen Financial Corp), Subscription Agreement (Flotek Industries Inc/Cn/), Purchase Agreement (Cyan Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (CohBar, Inc.), Stock Purchase Agreement (CohBar, Inc.), Stock Purchase Agreement (Alpine Immune Sciences, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 8 contracts
Samples: Subscription Agreement (Players Network), Subscription Agreement (Players Network), Subscription Agreement (Players Network)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 7 contracts
Samples: Securities Purchase Agreement (ATIF Holdings LTD), Securities Purchase Agreement (ATIF Holdings LTD), Securities Purchase Agreement (Shineco, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares and Warrants are being offered and sold to it such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Sharessecurities.
Appears in 7 contracts
Samples: Common Stock and Warrant Purchase Agreement (Nexmed Inc), Common Stock and Warrant Purchase Agreement (Avatech Solutions Inc), Common Stock and Warrant Purchase Agreement (Avatech Solutions Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Amarillo Biosciences Inc), Securities Purchase Agreement (Origin Bancorp, Inc.), Securities Purchase Agreement (Origin Bancorp, Inc.)
Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (CX Network Group, Inc.), Securities Purchase Agreement (Su Huibin), Securities Purchase Agreement (mLight Tech, Inc.)
Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.
Appears in 4 contracts
Samples: Securities Purchase Agreement (2seventy Bio, Inc.), Securities Purchase Agreement (2seventy Bio, Inc.), Securities Purchase Agreement (Bluebird Bio, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws Act and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in this Agreement in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Interleukin Genetics Inc), Securities Purchase Agreement (GTC Biotherapeutics Inc), Security Agreement (GTC Biotherapeutics Inc)
Reliance on Exemptions. The Purchaser understands that the Shares and the Warrants are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesShares and the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Protalix BioTherapeutics, Inc.), Securities Purchase Agreement (Tapimmune Inc.), Purchase Agreement (HealthCare Ventures IX, L.P.)
Reliance on Exemptions. The Purchaser Buyer understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the PurchaserBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Purchased Shares.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Meta Financial Group Inc), Securities Purchase Agreement (Meta Financial Group Inc), Securities Purchase Agreement (Meta Financial Group Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the SharesUnit(s).
Appears in 4 contracts
Samples: Securities Purchase Agreement (Viking Energy Group, Inc.), Securities Purchase Agreement (Camber Energy, Inc.), Securities Purchase Agreement (Viking Energy Group, Inc.)
Reliance on Exemptions. The Purchaser understands that the Allocated Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Allocated Shares.
Appears in 3 contracts
Samples: Ordinary Share Purchase Agreement (TuSimple Holdings Inc.), Ordinary Share Purchase Agreement (TuSimple Holdings Inc.), Ordinary Share Purchase Agreement (TuSimple Holdings Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 3 contracts
Samples: Securities Purchase and Subscription Agreement (Imagin Molecular Corp), Purchase Agreement (Us Bancorp \De\), Stock Purchase Agreement (Morgan Stanley Dean Witter & Co)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 3 contracts
Samples: Subscription Agreement (Cellular Biomedicine Group, Inc.), Subscription Agreement (Clearsign Combustion Corp), Subscription Agreement (Integrated Surgical Systems Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Evergreen International Corp.), Stock Purchase Agreement (Ang Ban Siong), Stock Purchase Agreement (Pacific Webworks Inc)
Reliance on Exemptions. The Purchaser understands that the Common Shares and Warrants are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesCommon Shares and Warrants.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Vubotics Inc), Common Stock and Warrant Purchase Agreement (Creative Computer Applications Inc), Common Stock and Warrant Purchase Agreement (Aspyra Inc)
Reliance on Exemptions. The Purchaser understands that the Preferred Shares and Warrants are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPreferred Shares and Warrants.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Miravant Medical Technologies), Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (American Bio Medica Corp)
Reliance on Exemptions. The Purchaser understands that the Shares and Warrants are being offered and sold to it such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Sharessecurities.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Nexmed Inc), Common Stock and Warrant Purchase Agreement (Nexmed Inc), Common Stock and Warrant Purchase Agreement (Nexmed Inc)
Reliance on Exemptions. The Purchaser understands that the Preferred Shares and the Conversion Shares are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Preferred Shares and Conversion Shares.
Appears in 3 contracts
Samples: Subscription Agreement (Dynagen Inc), Subscription Agreement (Able Laboratories Inc), Subscription Agreement (Dynagen Inc)
Reliance on Exemptions. The Purchaser Buyer understands that the Purchase Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the PurchaserBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Purchase Shares.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Athersys, Inc / New), Common Stock Purchase Agreement (GBT Technologies Inc.), Common Stock Purchase Agreement (Ocean Power Technologies, Inc.)
Reliance on Exemptions. The Purchaser Buyer understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Purchased Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (STRATA Skin Sciences, Inc.), Securities Purchase Agreement (STRATA Skin Sciences, Inc.), Securities Purchase Agreement (STRATA Skin Sciences, Inc.)
Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Techprecision Corp), Securities Purchase Agreement (RumbleON, Inc.), Escrow Agreement (RumbleON, Inc.)
Reliance on Exemptions. The Purchaser understands that the Sale Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Sale Shares.
Appears in 3 contracts
Samples: Share Purchase Agreement (MakeMyTrip LTD), Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (MakeMyTrip LTD)
Reliance on Exemptions. The Purchaser understands that the Shares and Warrants are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such the exemptions and the eligibility of the Purchaser to acquire the SharesCommon Stock and Warrants.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Adera Mines LTD), Common Stock and Warrant Purchase Agreement (Chatsworth Data Solutions, Inc.), Common Stock and Warrant Purchase Agreement (Electric & Gas Technology Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from or non-application of the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (Fuelcell Energy Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from or non-application of the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Gasco Energy Inc), Securities Purchase Agreement (Argyle Security, Inc.), Securities Purchase Agreement (Argyle Security, Inc.)
Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations thereunder and where applicable state securities or “blue sky” laws and that the Company is relying upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.
Appears in 3 contracts
Samples: Share Purchase Agreement (Mer Telemanagement Solutions LTD), Share Purchase Agreement (Friedman Tzvika), Purchase Agreement (Mer Telemanagement Solutions LTD)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Digital Domain Media Group, Inc.), Stock Purchase Agreement (Digital Domain)
Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Giga Tronics Inc), Registration Rights Agreement (Community Financial Shares Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold issued to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Securities Subscription Agreement, Securities Subscription Agreement (Amarin Corp Plc\uk)
Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sangstat Medical Corp), Securities Purchase Agreement (Sangstat Medical Corp)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Babyuniverse, Inc.), Securities Purchase Agreement (Babyuniverse, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ENDI Corp.), Securities Purchase Agreement (Enterprise Diversified, Inc.)
Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is and its counsel are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (BridgeBio Pharma, Inc.), Share Purchase Agreement (2seventy Bio, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations of the Commission promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Purchase Agreement (Retractable Technologies Inc), Purchase Agreement (Retractable Technologies Inc)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Mimvi, Inc.), Series B Preferred Stock and Warrant Purchase Agreement (Players Network)
Reliance on Exemptions. The Purchaser Buyer understands that the Company intends for the Shares are being (other than any shares issued in a Public Offering) to be offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the PurchaserBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Buyer to acquire the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (HOOKIPA Pharma Inc.), Stock Purchase Agreement (HOOKIPA Pharma Inc.)
Reliance on Exemptions. The Purchaser understands that the Further Additional Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Further Additional Shares.
Appears in 2 contracts
Samples: Second Purchase Agreement (Flagstar Bancorp Inc), Second Purchase Agreement (Flagstar Bancorp Inc)
Reliance on Exemptions. The Purchaser understands that the Issued Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and of the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Issued Shares.
Appears in 2 contracts
Samples: Subscription and Registration Rights Agreement (Biocancell Therapeutics Inc.), Subscription and Registration Rights Agreement (Biocancell Therapeutics Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Great Elm Capital Corp.), Share Purchase Agreement (Great Elm Capital Corp.)
Reliance on Exemptions. The Each Purchaser understands that the Shares and the Warrants are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ClearSign Technologies Corp), Securities Purchase Agreement (Gain Therapeutics, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rallybio Corp), Securities Purchase Agreement (Rallybio Corp)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the 1933 Act Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Subscription Agreement (Usa Technologies Inc), Securities Purchase Agreement (Active Power Inc)
Reliance on Exemptions. The Purchaser understands that the Warrants and Warrant Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Xiangtai Food Co., Ltd.), Securities Purchase Agreement (China Xiangtai Food Co., Ltd.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesCommon Stock offered hereunder.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (NextDecade Corp.), Common Stock Purchase Agreement (TotalEnergies SE)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company (and its counsel in rendering an opinion to the Purchaser) is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Purchase Agreement (Glencore Holding Ag), Security Agreement (Polymet Mining Corp)
Reliance on Exemptions. The Purchaser understands that the Sale Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Sale Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (Naspers LTD)
Reliance on Exemptions. The Purchaser understands that the Shares Convertible ---------------------- Securities are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesConvertible Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (P Com Inc), Securities Purchase Agreement (P Com Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold issued to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Securities Subscription Agreement, Securities Subscription Agreement (Amarin Corp Plc\uk)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company Seller is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Warburg Pincus Private Equity X, L.P.), Share Purchase Agreement (China Biologic Products, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Netlist Inc), Share Purchase Agreement (Netlist Inc)
Reliance on Exemptions. The Purchaser Such Buyer understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Purchasersuch Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser such Buyer to acquire the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pipeline Data Inc), Stock Purchase Agreement (Pipeline Data Inc)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it in reliance upon specific exemptions from the prospectus and registration requirements of the Securities Actfederal, the Rules state, and Regulations and state other securities laws laws, as applicable, and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Raptor Pharmaceuticals Corp.), Securities Purchase Agreement (Raptor Pharmaceuticals Corp.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is Sellers are relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Recruit Co., Ltd.)
Reliance on Exemptions. The Purchaser understands that the Shares are Sale is being offered and sold to it made in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to complete the Sale and to acquire the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Viking Therapeutics, Inc.), Stock Purchase Agreement (ContraVir Pharmaceuticals, Inc.)
Reliance on Exemptions. The Purchaser understands that the Debentures and Common Shares are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Debentures and Common Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Palomar Medical Technologies Inc), Securities Purchase Agreement (Palomar Medical Technologies Inc)
Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations thereunder and where applicable state securities or "blue sky" laws and that the Company is relying upon the truth and accuracy of, and the each Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Mer Chaim), Share Purchase Agreement (Challen Roger)
Reliance on Exemptions. The Purchaser understands that the Additional Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Additional Shares.
Appears in 2 contracts
Samples: Purchase Agreement (Flagstar Bancorp Inc), Purchase Agreement (Flagstar Bancorp Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws law s and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance withw ith, the representations, warrantiesw arranties, agreements, acknowledgments acknow ledgments and understandings of the Purchaser set forth herein in order to determine the availability availabilit y of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Subscription agreement (Cellular Biomedicine Group, Inc.)
Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold issued to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire subscribe for the Purchased Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Empire State Realty Trust, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 1 contract
Reliance on Exemptions. The Purchaser Seller understands that the Purchaser Shares are being offered and sold to it the Seller in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and regulations and that the Company Purchaser is relying upon the truth and accuracy of, and the PurchaserSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Seller set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Seller to acquire the Purchaser Shares.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tenneco Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on a specific exemptions exemption from the registration requirements of United States federal and state securities laws, including the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and of the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions exemption and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Each such Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Vendor is relying in part upon the truth and accuracy of, and the each such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the each such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each such Purchaser to acquire the its Purchased Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares and the Warrants are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (ClearSign Technologies Corp)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules rules and Regulations regulations of the Commission promulgated thereunder and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the each Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.. Exhibit 10.1
Appears in 1 contract
Samples: Stock Purchase Agreement (Enviromart Companies, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maxwell Technologies Inc)
Reliance on Exemptions. The Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company and each Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spirit International, Inc.)
Reliance on Exemptions. The Such Purchaser understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules Act and Regulations and applicable state securities laws and that the Company is relying upon the truth truth, accuracy and accuracy completeness of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Preferred Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Preferred Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of Purchaser set forth herein in this Section 5 in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Preferred Shares.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (GEM Surgilight Investors, LLC)
Reliance on Exemptions. The Purchaser understands that the Preferred ---------------------- Shares and Warrant are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations Federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPreferred Shares and Warrant.
Appears in 1 contract
Samples: Securities Purchase Agreement (Interactive Entertainment LTD)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and of the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Subscription and Registration Rights Agreement (Biocancell Therapeutics Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on a specific exemptions exemption from the registration requirements of United States federal and state securities laws, including the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the of Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings of the Purchaser warranties set forth herein in order to determine the availability of such exemptions exemption and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.
Appears in 1 contract
Reliance on Exemptions. The Such Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules Act and Regulations and applicable state securities laws and that the Company is relying upon the truth truth, accuracy and accuracy completeness of, and the such Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Such Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Company intends for the Shares are being to be offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws Laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Collaboration and License Agreement (Ionis Pharmaceuticals Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is and Sellers are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is and each Sellers are relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules United States Federal and Regulations and state California securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares Convertible Securities and Warrants are being offered and sold to it Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesConvertible Securities and Warrants.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mri Interventions, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such the exemptions and the eligibility of the Purchaser to acquire the SharesCommon Stock.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Chatsworth Data Solutions, Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares shares of Preferred Stock and Warrants are being offered and sold to it such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the Sharessecurities.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Neorx Corp)
Reliance on Exemptions. The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares Securities are being offered and sold exchanged or sold, as the case may be, to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase and Exchange Agreement (Interactive Magic Inc /Nc/)
Reliance on Exemptions. The Purchaser understands Purchasers understand that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is Sellers are relying upon the truth and accuracy of, and the Purchaser’s each Purchasers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser Purchasers to acquire the Shares.
Appears in 1 contract
Samples: Private Stock Purchase Agreement (Global Future City Holding Inc.)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it him in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Duckwall Alco Stores Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold issued to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire subscribe for the Shares.
Appears in 1 contract
Samples: Purchase Agreement (Apollo Commercial Real Estate Finance, Inc.)
Reliance on Exemptions. The Purchaser understands that the Preferred Shares and the Warrants are being offered and sold to it the Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SharesPreferred Shares and the Warrants.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Note, the Warrants and the Shares are being offered and sold to it in reliance upon on specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations applicable United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s 's compliance with, the representations, warranties, agreementsacknowledgments, acknowledgments understandings, agreements and understandings covenants of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Note, the Warrants and the Shares.
Appears in 1 contract
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions exemption/s from the registration requirements of the Securities Act, the Rules and Regulations and state securities or “blue sky” laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rit Technologies LTD)
Reliance on Exemptions. The Such Purchaser understands and acknowledges that the Shares are being offered and sold to it the Purchasers in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations Federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Purchaser set forth herein in this Article III in order to determine the availability of such exemptions and the eligibility of the such Purchaser to acquire the SharesSecurities.
Appears in 1 contract
Samples: Equity Purchase and Rights Offering Agreement (Itc Deltacom Inc)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations Regulations, and state securities laws laws, and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgments, and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.
Appears in 1 contract
Samples: Purchase Agreement