Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. Purchaser is aware that the sale of the Securities is being made in reliance on a private placement exemption from registration under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Purchaser is acquiring the Securities (and any shares of Company Common Stock issuable upon conversion or exercise of the Securities) for Purchaser’s own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) in violation of the Securities Act. Purchaser is able to fend for itself in the transactions contemplated herein. Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) and is capable of bearing the economic risks of such investment. Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

Securities Act Representations. Such Purchaser is an accredited investor (as defined in Rule 501 under the Securities Act) and is aware that the sale of the Securities Notes is being made in reliance on a private placement exemption from registration under the Securities Act and that the Notes may be resold only if registered pursuant to the provisions of the Securities Act or if pursuant to an exemption from registration is availablesuch registration. Such Purchaser is acquiring the Securities Notes (and any shares of Company Common Stock issuable upon conversion or exercise of the SecuritiesNotes) for Purchaser’s its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Securities Notes (or any shares of Company Common Stock issuable upon conversion or exercise of the SecuritiesNotes) in violation of the Securities Act. Purchaser is able to fend for itself in the transactions contemplated herein. Such Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities Notes (or and any shares of Company Common Stock issuable upon conversion or exercise of the SecuritiesNotes) and is capable of bearing the economic risks of such investment. Such Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the SecuritiesNotes.