Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, as principal for its own account, for investment purposes only, 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 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 Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) or otherwise in compliance with applicable federal and state securities laws).
Appears in 4 contracts
Samples: Securities Purchase Agreement (Adverum Biotechnologies, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Harpoon Therapeutics, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Unregistered Securities as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Unregistered Securities (this representation and warranty not limiting such Purchaser’s right to sell the Unregistered Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Unregistered Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Unregistered Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Unregistered Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Unregistered 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 Unregistered 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 Unregistered Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Unregistered Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 4 contracts
Samples: Securities Purchase Agreement (HyreCar Inc.), Securities Purchase Agreement (Timber Pharmaceuticals, Inc.), Securities Purchase Agreement (U.S. Gold Corp.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Common Stock Warrants and the Warrant Shares issuable upon exercise of the Common Stock Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Olb Group, Inc.), Securities Purchase Agreement (Enveric Biosciences, Inc.), Securities Purchase Agreement (Enveric Biosciences, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Rights Agreement 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 Securities Preferred Shares, the Conversion Shares, Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Noble Gas, Inc.), Securities Purchase Agreement (Infinity Energy Resources, Inc), Securities Purchase Agreement (Infinity Energy Resources, Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Specifically, such Purchaser understands that the Securities Warrants and the Warrant Shares issuable upon exercise thereof are “restricted securities” and have not been registered under the Securities Act or any other applicable state securities law and is acquiring the such Securities as principal for its own account account, not as nominee or agent, 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement, if applicable, or otherwise in compliance with applicable federal and state securities laws).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Akari Therapeutics PLC), Securities Purchase Agreement (Celsion CORP), Securities Purchase Agreement (Celsion CORP)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Preferred Stock, the Conversion Shares underlying the Preferred Stock, the Warrants and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 3 contracts
Samples: Securities Purchase Agreement (NeuroMetrix, Inc.), Securities Purchase Agreement (NeuroMetrix, Inc.), Securities Purchase Agreement (NeuroMetrix, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 and the Prospectus 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 Securities Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (Beachbody Company, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 and applicable Canada securities laws)). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 lawlaw or any applicable Canada securities laws, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law or any applicable Canada securities laws 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 or any applicable Canada securities laws (this representation and warranty not limiting the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws and applicable Canada securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aeterna Zentaris Inc.), Securities Purchase Agreement (Aeterna Zentaris Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law law, and there is no current intention to register the Warrants or the Warrant Shares under the Securities Act or any applicable state securities law, and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Diffusion Pharmaceuticals Inc.), Securities Purchase Agreement (Diffusion Pharmaceuticals Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Shares pursuant to the Registration Statement or to sell the Warrant Shares pursuant to the Resale 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.), Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Resale 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 Securities Preferred Stock, Warrants and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement(s) Statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cachet Financial Solutions, Inc.), Securities Purchase Agreement (Cachet Financial Solutions, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and Warrant Shares issuable upon exercise thereof are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Warrants and any Warrant Shares as principal for its own account and not with a view to or for distributing or reselling such Securities Warrants and any Warrant 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 Securities Warrants and any Warrant 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 Securities Warrants and any Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities such Warrants and any Warrant Shares pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (DARA BioSciences, Inc.), Securities Purchase Agreement (DARA BioSciences, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Warrants and any Warrant Shares as principal for its own account and not with a view to or for distributing or reselling such Securities Warrants and any Warrant 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 Securities Warrants and any Warrant 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 Securities Warrants and any Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities such Warrants and any Warrant Shares pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nanosphere Inc), Securities Purchase Agreement (Nanosphere Inc)
Understandings or Arrangements. Such Purchaser The Holder is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Purchaserthe Holder’s right to sell the Securities 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 The Holder understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the 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 the PurchaserHolder’s right to sell the such Securities pursuant to the Registration Statement(s) or otherwise in compliance with applicable federal and state securities laws). The Holder is acquiring the Securities in the ordinary course of its business.
Appears in 2 contracts
Samples: Note Conversion Agreement (Cingulate Inc.), Note Conversion Agreement (Cingulate Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 that will be filed by the Company pursuant to the registration rights granted to the Purchasers described in this Agreement 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 Securities Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Soluna Holdings, Inc), Securities Purchase Agreement (NXT-Id, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Xtant Medical Holdings, Inc.), Securities Purchase Agreement (Opgen Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Common Warrants and the Common Warrant Shares issuable upon exercise of the Common Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Palladyne AI Corp.), Securities Purchase Agreement (Fortress Biotech, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Unregistered Shares and/or Warrant Shares pursuant to the Resale Registration Statement or any Securities 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 Securities Unregistered Shares, Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Petros Pharmaceuticals, Inc.), Securities Purchase Agreement (Petros Pharmaceuticals, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities 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 Purchaser, any other general solicitation or general advertisement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Smith Micro Software, Inc.), Securities Purchase Agreement (Smith Micro Software, Inc.)
Understandings or Arrangements. Such Purchaser (i) understands that the Securities have not been registered under the Securities Act or any applicable state securities law; (ii) is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its its, his or her own account, for investment purposes only, ; and (iii) 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 an effective 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 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 the Purchaser’s right to sell law. Such Purchaser is acquiring the Securities pursuant to hereunder in the Registration Statement(s) or otherwise in compliance with applicable federal and state securities laws)ordinary course of its business.
Appears in 2 contracts
Samples: Securities Purchase Agreement (SCWorx Corp.), Securities Purchase Agreement (Plus Therapeutics, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business and is acquiring such Securities as principal for his, her or its own account account, not as nominee or agent, 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Energy Focus, Inc/De), Securities Purchase Agreement (Innovate Biopharmaceuticals, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, and upon conversion of the Preferred Stock, will acquire the Conversion Shares issuable upon conversion of the Preferred Stock, as principal for its own account, for investment purposes only, and has no direct or indirect arrangement or understandings with any other persons Persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities lawsLaws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law Law and is acquiring the Securities as principal for 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 lawLaw, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law Law and has no direct or indirect arrangement or understandings with any other persons Persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law Law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) or otherwise in compliance with applicable federal and state securities lawsLaws).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Flyexclusive Inc.), Securities Purchase Agreement (Hymowitz Gregg)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such the Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale 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 Securities Convertible Notes, Warrants and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such the 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 the 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 the Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement(s) Statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cachet Financial Solutions, Inc.), Securities Purchase Agreement (Cachet Financial Solutions, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series A Warrants and Series B Warrants and the Warrant ADSs and the Warrant Shares issuable upon the exercise of the Series A Warrants and Series B Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Can-Fite BioPharma Ltd.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series A-4 Preferred Stock, the Conversion Shares underlying the Series A-4 Preferred Stock, the Warrants and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Shares, the Share ADSs, the Warrants, the Warrant Shares and the Warrant ADSs are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the foregoing Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) 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.
Appears in 1 contract
Understandings or Arrangements. Such Purchaser Without limiting such Lxxxxx’s right to sell the Commitment Shares pursuant to an effective registration statement, if any, or otherwise in compliance with the Securities Act, such Lender is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Commitment Shares issuable upon exercise of the Warrants, as principal for its own account, account for investment purposes onlyonly and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof, 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 in compliance with applicable federal and state securities laws)Commitment Shares. Such Purchaser Each Lender is acquiring the Securities Commitment Shares hereunder in the ordinary course of its business. Such Purchaser Lender understands that the Securities are Commitment Shares is a “restricted securitiessecurity” and have has not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities such Commitment Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities Commitment 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 Securities the Commitment 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 Securities Lender’s in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Purchasersuch Lender’s right to sell the Securities Commitment Shares pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Loan and Security Agreement (Eightco Holdings Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, as principal for its own account, for investment purposes only, 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 Shares Such purchaser acknowledges that the Company may be required to file a report of exempt distribution on Form 45-106F1 with certain of the Canadian Authorities and warranty not limiting consents to the Company providing reasonable purchaser information to such Purchaser’s right to sell the Securities in compliance with Canadian Authorities, where required by applicable federal and state securities laws)law. Such Purchaser is acquiring the Securities Shares hereunder in the ordinary course of its business. Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities such Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities 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 Securities 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 Securities Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities such Shares pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (A2Z Smart Technologies Corp)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series A Warrants, the Preferred Stock, the Series A Warrant Shares and the Conversion Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Cleveland Biolabs Inc)
Understandings or Arrangements. Such Each Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes onlyis not a member of a Group with respect to the Securities being purchased hereunder, 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Greenidge Generation Holdings Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants, Warrant ADSs and Warrant ADSs are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (TC BioPharm (Holdings) PLC)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and (i) is acquiring the 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, (ii) has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and (iii) 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Invivo Therapeutics Holdings Corp.)
Understandings or Arrangements. Such The Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Pre-Funded Warrants as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities Pre-Funded Warrants (this representation and warranty not limiting such the Purchaser’s right to sell the Securities Pre-Funded Warrants pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such The Purchaser is acquiring the Securities Pre-Funded Warrants hereunder in the ordinary course of its business. Such The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Pre-Funded Warrants as principal for its own account and not with a view to or for distributing or reselling such Securities Pre-Funded Warrants 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 Pre-Funded Warrants 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 Pre-Funded Warrants in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Purchaser’s right to sell the Securities such Pre-Funded Warrants pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Warrants Purchase Agreement (Xylo Technologies LTD)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Shares pursuant to the Registration Statement, the Registrable Securities pursuant to the Resale 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 Securities Warrants and the Warrant Shares are “restricted securities” and have the resale of which has not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Tanzanian Gold Corp)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Ordinary Warrants, the Warrant ADSs underlying the Ordinary Warrants and the Warrant Shares underlying the Ordinary Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 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 Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) a 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.
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series D-2 Preferred Stock, the Conversion Shares underlying the Series D-2 Preferred Stock, the Warrants, and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) a 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.
Appears in 1 contract
Understandings or Arrangements. Such Purchaser (i) understands that the Securities have not been registered under the Securities Act or any applicable state securities law; (ii) is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, ; and (iii) 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 an effective 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 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 the Purchaser’s right to sell law. Such Purchaser is acquiring the Securities pursuant to hereunder in the Registration Statement(s) or otherwise in compliance with applicable federal and state securities laws)ordinary course of its business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aprea Therapeutics, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series B-4 Preferred Stock, Warrants and Underlying Shares issuable upon conversion and exercise thereof are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (DARA BioSciences, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) 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.
Appears in 1 contract
Understandings or Arrangements. Such Purchaser Holder is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 PurchaserHolder’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser Holder is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser Holder understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the Purchasersuch Holder’s right to sell the Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Exchange Agreement (Unique Logistics International Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 U.S. federal and state or other applicable securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable U.S. federal and state or other applicable securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Sol-Gel Technologies Ltd.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Ordinary Share Warrants, the Ordinary Warrant Shares and the Ordinary Warrant ADSs are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (RedHill Biopharma Ltd.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for OMM_US:80757319 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) Statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Eledon Pharmaceuticals, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such the Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale 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 Securities Preferred Stock, Warrants and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such the 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 the 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 the Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement(s) Statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cachet Financial Solutions, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, as principal for its own account, for investment purposes only, 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 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 Securities Restricted Warrants and the Restricted Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities such Restricted Warrants and Restricted Warrant Shares as principal for its own account and not with a view to or for distributing or reselling such Securities Restricted Warrants and Restricted Warrant 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 Restricted 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 Restricted Warrants and Restricted Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities such Restricted Warrants and Restricted Warrant Shares pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such The Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, as principal for its own account, for investment purposes only, and has no direct or indirect arrangement or understandings with any other persons Persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities lawsLaws). Such The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law Law and is acquiring the Securities as principal for 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 lawLaw, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law Law and has no direct or indirect arrangement or understandings with any other persons 11 Persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law Law (this representation and warranty not limiting the Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) or otherwise in compliance with applicable federal and state securities lawsLaws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series A Warrants and the Warrant ADSs and the Warrant Shares issuable upon the exercise of the Series A Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Can-Fite BioPharma Ltd.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Warrants and Warrant Shares as principal for its own account and not with a view to or for distributing or reselling such Securities the Warrants and Warrant 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 Securities the Warrants and Warrant 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 Securities the Warrants and Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such The Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, as principal for its own account, for investment purposes only, 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 the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Outlook Therapeutics, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Ordinary Warrants and the Ordinary Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser is acquiring such Securities as principal for its own account account, not as nominee or agent, 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement, if applicable, or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Akari Therapeutics PLC)
Understandings or Arrangements. Such Purchaser Omnia is acquiring the SecuritiesShares, and upon exercise of the New Warrants, will acquire the Pre-Funded Warrants and the Warrant Shares issuable upon exercise of (collectively, the Warrants, “Securities”) as principal for its own account, for investment purposes only, 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 PurchaserOmnia’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser Omnia is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser Omnia understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the PurchaserOmnia’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: General Release and Settlement Agreement (22nd Century Group, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser acknowledges that (i) the Company is under no legal or contractual obligation to register the Securities for sale or resale under the Securities Act and (ii) the Placement Agent will be receiving, on the Closing Date, a cash fee of seven percent (7%) of the gross proceeds raised by the Company for the placement of the Securities hereunder.
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series A Warrants and the Warrant Shares issuable upon exercise of the Series A Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (PharmaCyte Biotech, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series D Warrants and the Warrant Shares issuable upon exercise of the Series D warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (CAPSTONE TURBINE Corp)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Unregistered ADSs, Warrants, Warrant Shares and Warrant ADSs are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Midatech Pharma PLC)
Understandings or Arrangements. Such The Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 the Purchaser’s right to sell the Securities pursuant to the Shelf Registration Statement, the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such The Purchaser understands that the Securities Warrants, the Warrant Shares, the Unregistered Preferred Shares, the Unregistered Prefunded Warrants and the Unregistered Conversion Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (AzurRx BioPharma, Inc.)
Understandings or Arrangements. Such The Purchaser is acquiring the Securities, Preferred Stock and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Preferred Investment Options as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities Preferred Stock and Preferred Investment Option (this representation and warranty not limiting such the Purchaser’s right to sell the Securities Conversion Shares and Preferred Investment Option Shares pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such The Purchaser understands that the Securities Preferred Investment Options, the Preferred Investment Option Shares, the Preferred Stock and the Conversion Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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, Prospectus and Prospectus Supplement 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series B-2 Preferred Stock, the Conversion Shares underlying the Series B-2 Preferred Stock, the Warrants and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Oxygen Biotherapeutics, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 Canadian Securities Laws, Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of Canadian Securities Laws, 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 Canadian Securities Laws, the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants, Unregistered Pre-Funded Warrants, Warrant Shares and shares of Common Stock underlying the Unregistered Pre-Funded Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Pharmaceuticals Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 in compliance with applicable federal and state securities laws)such. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the Purchaser’s such Purchasers’ right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser has a substantive, pre-existing relationship with the Company.
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities ADS Warrants and the Warrant ADSs issuable upon exercise of the ADS Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state or foreign securities law and is acquiring the 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 or foreign securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state or foreign 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 or foreign securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state or foreign securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Benitec Biopharma LTD/ADR)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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, Prospectus, Prospectus Supplement 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 is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Nemaura Medical Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Unregistered Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the Purchaser’s right to sell the Securities pursuant to Unregistered Shares upon filing and effectiveness of the Registration Statement(s) Statement or otherwise in compliance with applicable federal and state securities laws). Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Appears in 1 contract
Samples: Securities Purchase Agreement (SRIVARU Holding LTD)
Understandings or Arrangements. Such Purchaser is Purchaser, if acquiring the Securities, and upon exercise of the Pre-Funded Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, is doing so as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities Pre-Funded Warrants (this representation and warranty not limiting such Purchaser’s right to sell the Securities Pre-Funded Warrants pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities Pre-Funded Warrants hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Pre-Funded Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Pre-Funded Warrants as principal for its own account and not with a view to or for distributing or reselling such Securities Pre-Funded Warrants 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 Pre-Funded Warrants 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series A-7 Warrants and the Series A-7 Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise As of the WarrantsClosing Date, such Purchaser will acquire the Warrant Shares issuable upon exercise not beneficially own more than 9.99% of the Warrantsnumber of shares of the Common Stock outstanding immediately following the issuance of the Shares on the Closing Date, as principal assuming for its own account, for investment such purposes only, and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding that the distribution number of such Securities (this representation and warranty not limiting such Purchaser’s right to sell shares of Common Stock outstanding immediately following the Securities in compliance with applicable federal and state securities laws)issuance of the Shares on the Closing Date will be 8,830,700. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its businessbusiness solely for its own account and not acting in concert or as a group with any other Purchaser or any other entity. Such Purchaser understands that the Securities Warrants and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Unregistered Shares, Unregistered Warrants and Warrant Shares underlying the Unregistered Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Unregistered Securities as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Unregistered Securities (this representation and warranty not limiting such Purchaser’s right to sell the Unregistered Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser (other than the Designated Holder) is acquiring the Unregistered Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Unregistered Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Unregistered Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Unregistered 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 Unregistered 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 Unregistered Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Unregistered Securities pursuant to the Registration Statement(s) Statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such the Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities 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 Securities Convertible Notes, Warrants and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such the 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 the 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 the Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cachet Financial Solutions, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Restricted Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Restricted 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 Restricted 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 Restricted Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Restricted Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series B Warrants or the Series C Warrants or the Warrant Shares issuable upon exercise are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (SOCIAL REALITY, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such the Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale 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 Securities Convertible Note, Warrant and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such the 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 the 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 the Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement(s) Statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Sealand Natural Resources Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Ordinary Share Warrants, Ordinary Warrant ADSs and Ordinary Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Kazia Therapeutics LTD)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Series A-2 Preferred Stock, the Conversion Shares underlying the Series A-2 Preferred Stock, the Warrants and Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Securities as principal for 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 and applicable Canadian securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 or any applicable Canadian securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law or any applicable Canadian 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 or any applicable Canadian securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Aeterna Zentaris Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Specifically, such Purchaser understands that the Securities Series A Warrants, Series C Warrants, Series D Warrants and the Warrant Shares issuable upon exercise thereof are “restricted securities” and have not been registered under the Securities Act or any other applicable state securities law and is acquiring the such Securities as principal for its own account account, not as nominee or agent, 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement, if applicable, or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Registration Statement(s) 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.
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities Warrant and Warrant Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities Warrant and Warrant 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 Securities the Warrants and the Warrant 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 Securities Warrant and Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the Securities Warrants and the Warrant Shares pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Resale 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 Securities Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Modular Medical, Inc.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Offered Securities as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Offered Securities (this representation and warranty not limiting such Purchaser’s right to sell the Offered Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Offered Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Warrants and the Warrant ADSs are “restricted securities” and have not been registered under the Securities Act or any applicable state or foreign securities law and is acquiring the such Offered Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Offered Securities or any part thereof in violation of the Securities Act or any applicable state or foreign securities law, has no present intention of distributing any of such Offered Securities in violation of the Securities Act or any applicable state or foreign 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 or foreign securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state or foreign securities laws).
Appears in 1 contract
Understandings or Arrangements. Such Purchaser is acquiring the Securities, Warrants and upon exercise of the Warrants, will acquire the Warrant Warrants Shares issuable upon exercise of the Warrants, as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities Warrants and Warrant Shares (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 Warrant and Warrant Shares hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Warrants and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Protagonist Therapeutics, Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Resale 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 Securities Preferred Stock, Warrants and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for 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 the such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement(s) 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Wireless Ronin Technologies Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 federal, provincial and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities Series A Warrants and the Series A Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable provincial or state securities law and is acquiring the 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 provincial or state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable provincial or 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 provincial or state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal federal, provincial and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (VivoPower International PLC)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 (excluding the Common Warrants and the Common Warrant Shares) 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 Securities Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (MAIA Biotechnology, Inc.)
Understandings or Arrangements. Such Purchaser Seller is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Stock Consideration as principal for its own account, for investment purposes only, account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities securities (this representation and warranty not limiting such PurchaserSeller’s right to sell the Securities such securities 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 Securities Purchaser Parent Stock that comprises the Stock Consideration are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as defined in Regulation S promulgated under the Securities Act) except pursuant to an effective registration statement or pursuant to an exemption from, or in a transaction not subject to the Securities Act, and in each case only in accordance with applicable state securities laws. Seller is acquiring the Securities Stock Consideration as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities 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 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 securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Purchasersuch Seller’s right to sell the Securities pursuant to the Registration Statement(s) or otherwise such securities in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Share Purchase Agreement (Applied Dna Sciences Inc)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Preferred Investment Options and the Preferred Investment Option Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and (i) is acquiring the 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, (ii) has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and (iii) 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 the such Purchaser’s right to sell the such Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
Samples: Securities Purchase Agreement (Invivo Therapeutics Holdings Corp.)
Understandings or Arrangements. Such Purchaser is acquiring the Securities, and upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise of the Warrants, Securities as principal for its own account, for investment purposes only, 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 Securities Warrants and the Warrant Shares are “restricted securitiesRestricted Securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the such Restricted Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Restricted 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 Restricted 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 Restricted Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the such Purchaser’s right to sell the such Restricted Securities pursuant to the Registration Statement(s) a registration statement or otherwise in compliance with applicable federal and state securities laws).
Appears in 1 contract
