Reliance Upon Investors' Representations. Such Investor understands that the Securities are not registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of the Securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the Investors’ representations set forth herein.
Reliance Upon Investors' Representations. Investor understands that the Securities have not been registered under the Act on the grounds that the sale provided for in this Agreement and the issuance of Securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the Investor’s representations set forth herein. Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Investor has no such intention.
Reliance Upon Investors' Representations. Such Investor understands that the Shares are not, and any Common Stock acquired on conversion of the Shares at the time of issuance might not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunder, and that the Company’s reliance on such exemption is predicated on the Investor’s representations set forth herein. The Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Investor does not have any such intention.
Reliance Upon Investors' Representations. Such Investor understands that the Series K Preferred Stock and the Warrants are not, and any Common Stock acquired on conversion or exercise thereof (as the case may be) may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring shares of the Series K Preferred Stock, Warrants, or Common Stock for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such Investor has no such intention.
Reliance Upon Investors' Representations. Investor understands that the Note is not registered under the Securities Act of 1933 (the "1933 Act").· Investor hereby acknowledges that the Note has not been reviewed by the United States Securities and Exchange Commission ("the SEC") because of Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) and 4(6) of the Act and Regulation D promulgated thereunder, as wen as under exemptions provided for in state laws. Investor represents that the Note is being purchased for his/ her/its own account, for investment and not for distribution or resale to others. Investor agrees that he or she will not transfer, sell, or otherwise dispose of the Note unless it is registered under the Act or unless an exemption from such registration is available.
Reliance Upon Investors' Representations. Each Investor understands that the Series B Preferred is not, and any Common Stock acquired on conversion thereof at the time of issuance may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof.
Reliance Upon Investors' Representations. The Investor understands that the Shares (and Conversion Shares) are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the United States federal and state securities laws, and that the Company is relying upon the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth herein to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares (and the Conversion Shares).
Reliance Upon Investors' Representations. Each Investor understands that the Securities are not, and any Common Stock acquired on conversion thereof at the time of issuance may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof (in the case of Regulation D Securities) or Regulation S thereunder (in the case of Regulation S Securities), and that the Company's reliance on such exemptions is predicated on the Investors' representations set forth herein. Each Regulation D Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Investor has in mind merely acquiring the Regulation D Securities for a fixed or determinable period in the future, for sale if the market rises, or for sale if the market does not rise. No Regulation D Investor has any such intention.
Reliance Upon Investors' Representations. The Investor understands that the Series 1 Preferred Stock is not, and any Common Stock acquired on conversion thereof at the time of issuance may not be, registered under the 1933 Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Regulation D and Section 4(2) thereof, and that the Company's reliance on such exemption is predicated on the Investor's representations set forth herein.
Reliance Upon Investors' Representations. Each Buyer understands that the Units have not been registered under the Securities Act on the basis that the sale provided for in this Agreement is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Seller's reliance on such exemption is predicated on Buyer's representations set forth herein.
