Reliance Upon Purchaser’s Representations. Such Purchaser understands that the Securities are not registered under the Securities Act on 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 such Purchasers' representations set forth herein. Such Purchaser realizes that the basis for the exemption may not be present if, notwithstanding such representations, such Purchaser has in mind merely acquiring 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. Such Purchaser has no such intention.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fao Inc), Securities Purchase Agreement (Right Start Inc /Ca), Securities Purchase Agreement (Right Start Inc /Ca)
Reliance Upon Purchaser’s Representations. Such Purchaser understands that the issuance and sale of the Securities are will not be registered under the Securities Act on grounds the ground that the such issuance and sale provided for in this Agreement and the issuance of securities hereunder is will be exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D and/or Section 4(2) thereof, and that the Company's reliance on such exemption is predicated based on such Purchasers' each Purchaser's representations set forth herein. Such Purchaser realizes that the basis for the exemption may not be present if, notwithstanding such representations, such any Purchaser has in mind merely acquiring the Securities 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 Purchaser has no such present intention.
Appears in 1 contract
Samples: Subordinated, Convertible Note and Warrants Agreement (5 G Wireless Communications Inc)
Reliance Upon Purchaser’s Representations. Such The Purchaser understands that the Securities are not registered under the Securities Act on grounds the ground that the sale provided for in this Agreement issuance of the Warrants hereunder and the issuance of securities hereunder Common Stock upon exercise thereof 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 such the Purchasers' representations set forth herein. Such The Purchaser realizes that the basis for the exemption may not be present if, notwithstanding such representations, such the Purchaser has in mind merely acquiring 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. Such The Purchaser has no does not have any such intention.
Appears in 1 contract
Samples: Warrant Issuance Agreement (Accelerated Networks Inc)
Reliance Upon Purchaser’s Representations. Such The Purchaser understands that the Securities are not registered under the Securities Act on 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 such Purchasers' the Purchaser's representations set forth herein. Such The Purchaser realizes acknowledges that the basis for the exemption may not be present if, notwithstanding such representations, such the Purchaser has in mind merely acquiring 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. Such The Purchaser has no such intention.
Appears in 1 contract
Reliance Upon Purchaser’s Representations. Such The Purchaser understands that the Securities are Debenture is not, and any Common Stock acquired on conversion thereof at the time of issuance will not be, registered under the Securities Act on grounds 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 such Purchasers' the Purchaser's representations set forth herein. Such The Purchaser realizes that the basis for the exemption may not be present if, notwithstanding such representations, such the Purchaser has in mind merely contemplates acquiring shares of the Securities Debenture 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 Purchaser has no such intention.
Appears in 1 contract
Samples: Subordinated Debenture and Warrant Purchase Agreement (PCD Inc)