Common use of Reliance on Exemptions Clause in Contracts

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Warburg Pincus & Co), Stock Purchase Agreement (Warburg Pincus & Co), Stock Purchase Agreement (Warburg Pincus & Co)

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Reliance on Exemptions. Such Buyer Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States U.S. federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Bay Banks of Virginia Inc), Securities Purchase Agreement (First Mid Illinois Bancshares Inc), Securities Purchase Agreement (Royal Bancshares of Pennsylvania Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the 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 Selling Stockholder Company is relying in part upon on the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 4 contracts

Samples: Securities Purchase Agreement (World Surveillance Group Inc.), Securities Purchase Agreement (World Surveillance Group Inc.), Securities Purchase Agreement (World Surveillance Group Inc.)

Reliance on Exemptions. Such The Buyer understands that the Purchased 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the 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. Such Buyer understands that the Shares Securities are being offered and sold to him, her or it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws Laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 4 contracts

Samples: Securities Purchase Agreement (theMaven, Inc.), Securities Purchase Agreement (theMaven, Inc.), Securities Purchase Agreement (theMaven, Inc.)

Reliance on Exemptions. Such Each Buyer understands that the Warrants and the Warrant Shares are being may be 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Warrants and the Warrant Shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.)

Reliance on Exemptions. Such The Buyer understands that the 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 Selling Stockholder Seller is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Telecom Communications Inc)

Reliance on Exemptions. Such The Buyer understands that the Purchase 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the 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. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Essex Corporation), Securities Purchase Agreement (Essex Corporation), Securities Purchase Agreement (Gef Optical Investment Co LLC)

Reliance on Exemptions. Such Buyer understands that the Purchased 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such 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. Such Buyer Purchaser understands that the 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 Selling Stockholder is Sellers are relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 3 contracts

Samples: Purchase Agreement (Karfunkel George), Purchase Agreement (Marx Moses), Purchase Agreement (Blackstone Holdings I L.P.)

Reliance on Exemptions. Such The Buyer understands that the Purchase 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Purchase Shares.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (aTYR PHARMA INC), Private Placement Agreement (Bullion River Gold Corp), Private Placement Agreement (Aethlon Medical Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp)

Reliance on Exemptions. Such Buyer Seller understands that the Shares are being offered and sold to acquired from it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder is Purchasers are relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire sell the Shares.

Appears in 3 contracts

Samples: Purchase Agreement (Karfunkel George), Purchase Agreement (Marx Moses), Purchase Agreement (Blackstone Holdings I L.P.)

Reliance on Exemptions. Such Buyer Purchaser understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order as part of its determination as to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 2 contracts

Samples: Subscription Agreement (EZRaider Co.), Subscription Agreement (EZRaider Co.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Apollo Acquisition Corp), Stock Purchase Agreement (Hybrid Kinetic Automotive Holdings, LLC)

Reliance on Exemptions. Such Buyer Each Seller understands that the Buyer Shares are being offered and sold to it Sellers in reliance on specific exemptions from the registration requirements of the United States U.S. federal and state securities laws and that the Selling Stockholder Buyer is relying in part upon the truth and accuracy of, and such Buyereach Seller’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Seller set forth herein in this Agreement in order to determine the availability of such exemptions and the eligibility of such Buyer Sellers to acquire the Buyer Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement (Transcat Inc), Share Purchase Agreement (Transcat Inc)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder is Stockholders are relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Warburg Pincus & Co), Stock Purchase Agreement (China Biologic Products, Inc.)

Reliance on Exemptions. Such The 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 on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the 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. Such Each Buyer understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (THUMZUP MEDIA Corp), Securities Purchase Agreement (THUMZUP MEDIA Corp)

Reliance on Exemptions. Such The Buyer understands that the Shares, the Warrant and the Warrant 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, of the representations and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Sharessuch securities.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (U.S. Helicopter CORP), Common Stock Purchase Agreement (International Financial Advisors, K.S.C.)

Reliance on Exemptions. Such Buyer Seller understands that the Shares are Buyer Stock is being offered and sold to it him in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Buyer is relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Shares.Buyer Stock

Appears in 2 contracts

Samples: Stock Purchase Agreement (ParcelPal Logistics Inc.), Stock Purchase Agreement

Reliance on Exemptions. Such Buyer Purchaser understands that the Preferred 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Preferred Shares.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (Interpace Biosciences, Inc.), Securities Purchase Agreement (Interpace Diagnostics Group, Inc.)

Reliance on Exemptions. Such The Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement (Recon Technology, LTD), Share Purchase Agreement (Dehaier Medical Systems LTD)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 2 contracts

Samples: Share Exchange Agreement (Lm Funding America, Inc.), Stock Purchase Agreement (Lm Funding America, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Securities Laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of 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. Such Buyer Seller understands that the Purchaser Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States U.S. federal and state securities laws and that the Selling Stockholder Purchaser is relying in part upon the truth and accuracy of, of the representations and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of such Buyer Seller set forth herein in this ARTICLE III in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Purchaser Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement (Jinglong Group Co., Ltd.), Share Purchase Agreement (JA Solar Holdings Co., Ltd.)

Reliance on Exemptions. Such Buyer Seller understands that the Purchase Shares are being offered and sold delivered to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws Laws and that the Selling Stockholder Purchaser is relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire receive the Purchase Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (Naspers LTD)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the its Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement (Glori Energy Inc.), Share Purchase Agreement (Infinity Cross Border Acquisition Corp)

Reliance on Exemptions. Such Buyer Seller understands that the Purchaser Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States U.S. federal and state securities laws and that the Selling Stockholder Purchaser is relying in part upon the truth and accuracy of, of the representations and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of such Buyer Seller set forth herein in this Article III in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Purchaser Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Home Inns & Hotels Management Inc.)

Reliance on Exemptions. Such Buyer understands The Sellers’ understand that the Shares Preferred Stock 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 Selling Stockholder Purchaser is relying in part upon the truth and accuracy of, of and such BuyerThe Sellers’’s compliance with, with the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer The Sellers’ to acquire the SharesPreferred Stock.

Appears in 1 contract

Samples: Securities Exchange Agreement (Egpi Firecreek, Inc.)

Reliance on Exemptions. Such Buyer Seller understands that the Buyer 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 Selling Stockholder Buyer is relying in part upon on the truth and accuracy of, and such Buyer’s Seller’ compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Buyer Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Surveillance Group Inc.)

Reliance on Exemptions. Such Buyer understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dune Energy Inc)

Reliance on Exemptions. Such Buyer Seller understands that the 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 Selling Stockholder Purchaser is relying in part upon the truth and accuracy of, and such Buyer’s Seller's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zix Corp)

Reliance on Exemptions. Such Buyer understands that the Debentures and Conversion 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Saf T Lok Inc)

Reliance on Exemptions. Such Buyer understands that the Offered 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nyfix Inc)

Reliance on Exemptions. Such Buyer understands that the 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 Laws and that the Selling Stockholder Seller is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Institutional Financial Markets, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Laws and that the Selling Stockholder Issuer is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Option Agreement (Eco-Stim Energy Solutions, Inc.)

Reliance on Exemptions. Such Buyer Each Seller understands that the 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 Selling Stockholder Buyer is relying in part upon the truth and accuracy of, and such Buyereach Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (Milestone Scientific Inc.)

Reliance on Exemptions. Such The Buyer understands that the Preferred 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Preferred Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clearwater Fund Iv LLC)

Reliance on Exemptions. Such Buyer understands that the Shares are being offered and sold to it him in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Sino-Global Shipping America, Ltd.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Purchase and Sale Agreement (GreenHunter Energy, Inc.)

Reliance on Exemptions. Such The Buyer understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Phase Out of America Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States U.S. federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein and the accuracy of the information disclosed in the Certificates of Private Placement and Accredited Investor Status in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Customers Bancorp, Inc.)

Reliance on Exemptions. Such Buyer understands that the Preferred 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 (including the 0000 Xxx) and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Preferred Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wize Pharma, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Classica Group Inc)

Reliance on Exemptions. Such The Buyer understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.)

Reliance on Exemptions. Such The Buyer understands that the 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 Selling Stockholder is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Biologic Products, Inc.)

Reliance on Exemptions. Such Each Buyer understands that the Shares are Stock is being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws Laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such each Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such each Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such each Buyer to acquire the Sharesshares of Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (Interlink Electronics Inc)

Reliance on Exemptions. Such Buyer understands that the Preferred 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the such Preferred Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vocodia Holdings Corp)

Reliance on Exemptions. Such Buyer Seller understands that the Shares are being offered and sold to it Seller in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws laws, and that the Selling Stockholder Buyer is relying in part upon the truth and accuracy of, and such Buyer’s Seller's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (Super League Gaming, Inc.)

Reliance on Exemptions. Such Buyer understands that the Debentures and the Conversion 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cityview Energy Corp LTD)

Reliance on Exemptions. Such Each Buyer understands that the Notes and, if applicable, the Registrable 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the SharesSecurities.

Appears in 1 contract

Samples: Subscription Agreement (Enumeral Biomedical Holdings, Inc.)

Reliance on Exemptions. Such The Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cbcom Inc)

Reliance on Exemptions. Such Buyer Seller understands that the 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 Selling Stockholder Buyer is relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (NewBridge Global Ventures, Inc.)

Reliance on Exemptions. Such Each Buyer understands that the Preferred Stock Units, Unit Shares and Unit Warrants 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the SharesSecurities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cur Media, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pulse Evolution Corp)

Reliance on Exemptions. Such Buyer understands that the Preferred Shares are being offered and sold to it in reliance on specific exemptions under the exemption from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Preferred Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tekoil & Gas Corp)

Reliance on Exemptions. Such The Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Automotive Systems Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the Shares 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 Selling Stockholder is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the SharesLaws.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Growth Properties Inc)

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Reliance on Exemptions. Such The Buyer understands that the Shares shares of Preferred Stock 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Sharesshares of Preferred Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jernigan Capital, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Symbid Corp.)

Reliance on Exemptions. Such Buyer understands The Buyers understand that the Preferred 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s the Buyers' compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer the Buyers set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer the Buyers to acquire the Preferred Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clearwater Fund Iv LLC)

Reliance on Exemptions. Such Buyer Seller understands that the Purchaser Shares are being offered and sold to it Seller in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws Laws and that the Selling Stockholder is Purchaser are relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Purchaser Shares.

Appears in 1 contract

Samples: Intellectual Property Asset Purchase Agreement (Novo Integrated Sciences, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Verticalnet Inc)

Reliance on Exemptions. Such Buyer understands that the Preferred Shares and Warrants 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch Preferred Shares and Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Zila Inc)

Reliance on Exemptions. Such The Buyer understands that the 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 Selling Stockholder is Shareholders are relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rakuten, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder is Shareholders are relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Warburg Pincus Private Equity X, L.P.)

Reliance on Exemptions. Such Buyer Seller understands that the Purchaser Shares are being offered and sold to it the Seller in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws Laws and that the Selling Stockholder Purchaser is relying in part upon the truth and accuracy of, and such Buyer’s the Sellers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer the Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer the Seller to acquire the Purchaser Shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (Novo Integrated Sciences, Inc.)

Reliance on Exemptions. Such The Buyer understands that the 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 Shares laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Insight Management Corp)

Reliance on Exemptions. Such Each Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wetouch Technology Inc.)

Reliance on Exemptions. Such Buyer Purchaser understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dais Analytic Corp)

Reliance on Exemptions. Such Buyer It understands that the Sale 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 Selling Stockholder is Sellers are relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Sale Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Warburg Pincus Private Equity X, L.P.)

Reliance on Exemptions. Such The Buyer understands that the Shares are being offered and sold to it him in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.such securities

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Benacquista Galleries Inc)

Reliance on Exemptions. Such The Buyer understands that the Shares are being offered and sold to it in reliance on specific spe exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shareslaws.

Appears in 1 contract

Samples: Convertible Debenture Sale, Purchase & Assignment Agreement (Samsara Luggage, Inc.)

Reliance on Exemptions. Such Buyer Purchaser understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the SharesCommon Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (BT Brands, Inc.)

Reliance on Exemptions. Such Buyer Seller understands that the Shares are being offered and sold to it such Seller in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws laws, and that the Selling Stockholder Buyer is relying in part upon the truth and accuracy of, and such Buyer’s Seller's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Shares.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)

Reliance on Exemptions. Such Buyer The Purchaser understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, of the Purchaser’s representations and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer warranties set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer the Purchaser to acquire the Shares.

Appears in 1 contract

Samples: Subscription and Registration Rights Agreement (Biocancell Therapeutics Inc.)

Reliance on Exemptions. Such The Buyer understands that the Warrant and the Warrant 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Warrant and any and all Warrant Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (New Era Helium Inc.)

Reliance on Exemptions. Such Buyer Seller understands that the Buyer 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 Selling Stockholder Buyer is relying in part upon the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements, and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Buyer Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Arena Group Holdings, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Saba Software Inc)

Reliance on Exemptions. Such Buyer understands that the Shares are being offered and sold to it him or her in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Seller is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein and in the completed Accredited Investor Questionnaire, in substantially the form attached hereto as Exhibit A, to be delivered to Seller in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase and Lock Up Agreement (Hanger Orthopedic Group Inc)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Asta Holdings, Corp.)

Reliance on Exemptions. Such Buyer Purchaser understands that the 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Uluru Inc.)

Reliance on Exemptions. Such Buyer understands that the Purchased Shares are being offered and sold to it Buyer in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws Laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Purchased Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Iho-Agro International Inc.)

Reliance on Exemptions. Such Buyer Purchaser understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Seller is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer the Purchaser to acquire the Shares.

Appears in 1 contract

Samples: Private Stock Purchase and Escrow Agreement (Global Med Technologies Inc)

Reliance on Exemptions. Such Buyer Purchaser understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal Federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, of the representations and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of such Buyer Purchaser set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Harbin Electric, Inc)

Reliance on Exemptions. Such Buyer understands that the Shares and the Warrants 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Intraware Inc)

Reliance on Exemptions. Such The Buyer understands that the 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 Selling Stockholder is Company and Sellers are relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Hebron Technology Co., LTD)

Reliance on Exemptions. Such Buyer Purchaser understands that the 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 Laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such BuyerPurchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer Purchaser set forth herein in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of such Buyer Purchaser to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rezolute, Inc.)

Reliance on Exemptions. Such Buyer understands that the 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 Selling Stockholder Seller is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Signature Group Holdings, Inc.)

Reliance on Exemptions. Such Buyer understands that the The Shares are being offered and sold to it the Buyer in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and each Seller understands that the Selling Stockholder Buyer is relying in part upon on the truth and accuracy of, of the representations and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings warranties of such Buyer each Seller set forth herein in this Section 2 in order to determine the availability of such exemptions and the eligibility of such Buyer exemption to acquire the SharesShares without registration.

Appears in 1 contract

Samples: Securities Purchase Agreement (Unipro Financial Services Inc)

Reliance on Exemptions. Such Buyer understands that the Shares are being offered and sold to him or it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Meta Financial Group Inc)

Reliance on Exemptions. Such Buyer understands that the Warrants and Warrant 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the SharesSecurities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sidus Space Inc.)

Reliance on Exemptions. Such Buyer Seller understands that the Buyer 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 Selling Stockholder Buyer is relying in part upon on the truth and accuracy of, and such BuyerSeller’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of such Buyer Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer Seller to acquire the Buyer Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Surveillance Group Inc.)

Reliance on Exemptions. Such Buyer understands that the Debentures ---------------------- and Conversion 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Sharessuch securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Saf T Lok Inc)

Reliance on Exemptions. Such Buyer understands that the Purchased 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 Selling Stockholder Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Purchased Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Meta Financial Group Inc)

Reliance on Exemptions. Such The Buyer understands that the Ordinary Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder Company is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the SharesSecurities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Recon Technology, LTD)

Reliance on Exemptions. Such The Buyer understands that the Shares are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities Shares laws and that the Selling Stockholder Seller is relying in part upon the truth and accuracy of, and such the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such the Buyer to acquire the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (ZA Group, Inc.)

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