Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 8 contracts
Samples: Exchange Agreement (IMAC Holdings, Inc.), Senior Convertible Promissory Note (Ayala Pharmaceuticals, Inc.), Convertible Note Agreement (Ayala Pharmaceuticals, Inc.)
Reliance on Exemptions. The Holder understands that the Securities are Warrant is being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesWarrant.
Appears in 8 contracts
Samples: Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.), Exchange Agreement (Origin Life Sciences, Inc.)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 6 contracts
Samples: Exchange Agreement (GlucoTrack, Inc.), Debt Restructuring Agreement (Friendable, Inc.), Exchange Agreement (Converted Organics Inc.)
Reliance on Exemptions. The Holder understands that the Securities Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s representations, and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesShares.
Appears in 5 contracts
Samples: Exchange Agreement (Cinedigm Corp.), Exchange Agreement (Cinedigm Corp.), Exchange Agreement (Cinedigm Corp.)
Reliance on Exemptions. The Such Holder understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws certain Governmental Requirements and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the representations and warranties of such Holder set forth herein in this Section 3 in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securities. Such Holder acknowledges that it did not subscribe for the Securities based upon any advertisement in any publication of general circulation.
Appears in 4 contracts
Samples: Securities Investment and Subscription Agreement (Ener1 Inc), Securities Investment and Subscription Agreement (Ener1 Inc), Securities Investment and Subscription Agreement (Ener1 Inc)
Reliance on Exemptions. The Such Holder understands that the Securities Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the SecuritiesShares.
Appears in 3 contracts
Samples: Exchange Agreement (YRC Worldwide Inc.), Exchange Agreement (Carlyle Group L.P.), Exchange Agreement (Solus Alternative Asset Management LP)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 3 contracts
Samples: Warrant Agreement (Xenetic Biosciences, Inc.), Warrant to Purchase Common Stock (Xenetic Biosciences, Inc.), Warrant to Purchase Common Stock (Xenetic Biosciences, Inc.)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 2 contracts
Samples: Amendment and Exchange Agreement (Aclarion, Inc.), Fourth Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold exchanged to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Zenosense, Inc.), Securities Exchange Agreement (Zenosense, Inc.)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 2 contracts
Samples: Exchange Agreement (Kanakaris Wireless), Securities Exchange Agreement (Ashton Technology Group Inc)
Reliance on Exemptions. The Each Holder understands that the Securities Warrants and Warrant Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the SecuritiesWarrants and Warrant Shares.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc), Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc)
Reliance on Exemptions. The Such Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securities.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Fusion Fuel Green PLC), Exchange Agreement (Bonds.com Group, Inc.)
Reliance on Exemptions. The Such Holder understands that the Securities are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein and in the Transaction Documents in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securities.
Appears in 1 contract
Samples: Recapitalization Agreement (Ep Global Communications Inc)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s representations, and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Samples: Exchange Agreement (Cinedigm Corp.)
Reliance on Exemptions. The Holder understands that the Securities Shares are being offered and sold to it Holder in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesShares.
Appears in 1 contract
Samples: Securities Exchange Agreement (Hall of Fame Resort & Entertainment Co)
Reliance on Exemptions. The Such Holder understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securities.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the ---------------------- Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Samples: Securities Exchange Agreement (Ashton Technology Group Inc)
Reliance on Exemptions. The Holder understands that the Securities Shares are being offered and sold to it the Holder in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesShares.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it issued in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securities.
Appears in 1 contract
Samples: Waiver Agreement (Helios & Matheson Analytics Inc.)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Samples: Securities Agreement (Sentient Brands Holdings Inc.)
Reliance on Exemptions. The Holder understands that this Warrant and the Securities Warrant Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in this Warrant in order to determine the availability of such exemptions and the eligibility of the Holder to acquire this Warrant and the SecuritiesWarrant Shares.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities securities being offered and exchanged hereunder are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws laws, and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Samples: Securities Exchange Agreement (MoneyOnMobile, Inc.)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Samples: Convertible Promissory Note Conversion Agreement (Evolus, Inc.)
Reliance on Exemptions. The Such Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is Partnership and the General Partner are relying in part upon the truth and accuracy of, and the such Holder’s 's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securities.
Appears in 1 contract
Samples: Warrant Issuance Agreement (Oxford Resource Partners LP)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold issued to it in reliance on specific exemptions from the registration requirements of United States federal and state applicable securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments representations and understandings warranties of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Reliance on Exemptions. The Such Holder understands that the Securities Shares to be acquired by him or it hereunder are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securitiessuch Shares.
Appears in 1 contract
Reliance on Exemptions. The Holder Such holder understands that the Securities are being offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holdersuch holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder such holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder such holder to acquire the Securities.
Appears in 1 contract
Samples: Warrant Agreement (K2 Inc)
Reliance on Exemptions. The Such Holder understands that the Securities are being offered and sold issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company Issuer is relying in part upon the truth and accuracy of, and the such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the such Holder to acquire the Securities.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities are Shares being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesShares.
Appears in 1 contract
Reliance on Exemptions. The Holder Holders understands that this Warrant and the Securities are being Shares issuable upon exercise hereof may be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder Investor to acquire the SecuritiesWarrant and the Shares.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities acquired thereunder are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities Warrant and Warrant Stock are being offered and sold to it Holder in reliance on upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesWarrant and Warrant Stock.
Appears in 1 contract
Samples: Warrant Agreement (Innovative Software Technologies Inc)
Reliance on Exemptions. The Holder understands that the Securities Warrants and its underlying shares are being offered and sold to it issued in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire hold the SecuritiesWarrants and the underlying shares.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Document Security Systems Inc)
Reliance on Exemptions. The Holder understands that the Securities acquired hereunder and upon exercise of the Right are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities are Share Purchase is being offered and sold to it made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to complete the Share Purchase and to acquire the SecuritiesPurchase Shares.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities are Common Shares being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s and compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesCommon Shares.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesShares.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities Preference Shares are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesPreference Shares.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities are being Company intends for the Shares to be offered and sold to it in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesShares.
Appears in 1 contract
Samples: Option to Purchase Shares of Common Stock (Senti Biosciences, Inc.)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the other Transaction Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Open Energy Corp)
Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it the Holder in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Holder Securities are being offered and sold to it exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company NGAS is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Holder Securities.
Appears in 1 contract
Reliance on Exemptions. The Holder understands that the Securities Shares are being offered and sold to it Holder in reliance on upon specific exemptions from the registration requirements of United States federal and state securities laws Laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the SecuritiesShares.
Appears in 1 contract
Samples: Warrant Exchange Agreement (Harmony Energy Technologies Corp)
