Understanding or Arrangements Sample Clauses
The 'Understanding or Arrangements' clause serves to clarify that the written agreement represents the full and final understanding between the parties, superseding any prior discussions, negotiations, or informal arrangements. In practice, this means that only the terms explicitly stated in the contract are enforceable, and any previous verbal or written communications that are not included in the agreement have no legal effect. This clause is essential for ensuring that all parties are bound only by the documented terms, thereby preventing disputes over alleged side agreements or misunderstandings.
Understanding or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Warrants and the Warrant Shares issuable upon exercise of the Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).
Understanding or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Understanding or Arrangements. Each Buyer is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understanding with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Buyer's right to sell the Securities in compliance with applicable federal and state securities laws). Such Buyer is acquiring the Securities hereunder in the ordinary course of its business.
Understanding or Arrangements. If BCMP obtains and exercises the Contingent Purchase, BCMP acknowledges that it will acquire the Contingent Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Contingent Shares (this representation not limiting such BCMP’s right to sell the Contingent Shares under a registration statement, this Agreement, or otherwise in compliance with applicable federal and state securities laws). BCMP would be acquiring the Contingent Shares in the ordinary course of its business. BCMP understands that the Contingent Shares will be “restricted securities” and will not have been registered under the Securities Act or any applicable state securities law and is acquiring such Contingent Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Contingent Shares or any part of the Contingent Shares in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Contingent Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Contingent Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such BCMP’s right to sell such Contingent Shares under a registration statement or otherwise in compliance with applicable federal and state securities laws). BCMP is not purchasing the Contingent Shares or entering into this Agreement as a result of any advertisement, article, notice or other communication regarding the Contingent Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such BCMP, any other general solicitation or general advertisement.
Understanding or Arrangements. Upon Conversion, the Lender will acquire the Conversion Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Conversion Shares (this representation and warranty not limiting such Lender’s right to sell the Conversion Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Lender is acquiring the Conversion Shares hereunder in the ordinary course of its business. Such Lender understands that the Conversion Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Conversion Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Conversion Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Conversion Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Conversion Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Lender’s right to sell such Conversion Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).