Common use of Reliance Upon Investors' Representations Clause in Contracts

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. 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 at the case may be) 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, 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, Stock or Common Stock Warrants 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. Such Each Investor understands that the Series K Preferred Stock Convertible Notes and the Warrants are not, and any Common Stock Conversion Shares acquired on conversion or exercise thereof (as at the case may be) may time of issuance will not be, registered under the Securities Act on the ground that because 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) thereofthereof and/or regulations promulgated thereunder, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Each 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 Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such No Investor has no any such intention.

Reliance Upon Investors' Representations. Such The Investor understands that the Series K Preferred Stock Securities are not (and in the Warrants are not, and any case of Common Stock acquired on conversion or issuable upon exercise thereof (as of the case may Bridge Warrants and Contingent Warrants respectively, will not be) may not be, registered under the Securities Act on the ground grounds 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 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 of the Series K Preferred Stock, Warrants, or Common Stock Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such The Investor has no such intention.

Reliance Upon Investors' Representations. Such Investor It ---------------------------------------- understands that the Series K B Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise thereof (as at the case may be) time of issuance may not be, registered under the Securities 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 1933 Act pursuant to Section section 4(2) thereof, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Each Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the such 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 No Investor has no any such intention.

Reliance Upon Investors' Representations. Such Each Investor understands that the Series K D Preferred Stock and the Warrants are is not, and any Series D-1 Preferred Stock or any Common Stock acquired on conversion or exercise thereof (as at the case may be) 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, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Each 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 Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Such No Investor has no any such intention.

Reliance Upon Investors' Representations. Such The Investor understands that the Series K A Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise thereof (as at the case may be) may time of issuance will not be, registered under the Securities Act on the ground grounds 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 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 of the Series K A 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 The Investor has no such intention.

Reliance Upon Investors' Representations. Such Each Investor understands that the Series K A Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise conver- sion thereof (as at the case may be) time of issuance may not be, registered regis- tered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities securi- ties hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company's ’s reliance on such exemption is predicated on the Investors' ’ representations set forth herein. Such Each 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 A 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 No Investor has no any such intention.

Reliance Upon Investors' Representations. Such Each Investor understands that the Series K C Preferred Stock and the Warrants are is not, and any Common Stock acquired on conversion or exercise thereof (as at the case may be) 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 section 4(2) thereof, and that the Company's reliance on such exemption is predicated on the Investors' representations set forth herein. Such Each 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 No Investor has no any such intention.