Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.), Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx Cxxxxx LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx Cxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx Cxxxxx LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges that with respect to the Financing, Xxxxxx Cxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, ; and (c) gives its informed consent to Xxxxxx Cxxxxx LLP’s representation of the Company in the Financing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARCA Biopharma, Inc.), Securities Purchase Agreement (ARCA Biopharma, Inc.)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx Xxxxxxx Procter LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”)Placement, including representation of such Purchasers or their affiliates in matters of a similar nature to the FinancingPlacement. The applicable rules of professional conduct require that Xxxxxx Xxxxxxx Procter LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx Xxxxxxx Procter LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing Placement solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges that with respect to the FinancingPlacement, Xxxxxx Xxxxxxx Procter LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, ; and (c) gives its informed consent to Xxxxxx Xxxxxxx Procter LLP’s representation of the Company in the FinancingPlacement.
Appears in 2 contracts
Samples: Securities Subscription Agreement, Securities Subscription Agreement (Amarin Corp Plc\uk)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.. [Signature Page Follows]
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.), Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates Affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates Affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx Cooley LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx LLP, outside general counsel to the Company, has may have in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, ; and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.. [Signature Pages Follow]
Appears in 1 contract
Samples: Securities Purchase Agreement
Waiver of Conflicts. DLA Piper LLP (“DLA Piper”) is counsel to Company. Each Purchaser party to this Agreement acknowledges that Xxxxxx LLPDLA Piper, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Bridge Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Bridge Financing. The applicable rules of professional conduct require that Xxxxxx LLP DLA Xxxxx inform the Purchasers parties hereunder of this representation and obtain their consent. Xxxxxx LLP DLA Xxxxx has served as outside general counsel to the Company and has negotiated the terms of the Bridge Financing solely on behalf of the Company. Each The Company and each Purchaser hereby (a) acknowledges acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges acknowledge that with respect to the Bridge Financing, Xxxxxx LLP DLA Piper has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, ; and (c) gives its informed consent to Xxxxxx LLPDLA Piper’s representation of the Company in the Bridge Financing.
Appears in 1 contract
Samples: Form of Note and Warrant Purchase Agreement (10X Capital Venture Acquisition Corp. III)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx LLPXxxxxxxxx Xxxxxxx, P.A., outside general counsel to the Company, has may have in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP Xxxxxxxxx Xxxxxxx, P.A inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx LLP Xxxxxxxxx Xxxxxxx, P.A has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges that with respect to the Financing, Xxxxxx LLP Xxxxxxxxx Xxxxxxx, P.A has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, ; and (c) gives its informed consent to Xxxxxx LLP’s Xxxxxxxxx Xxxxxxx, P.A representation of the Company in the Financing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Heritage Insurance Holdings, Inc.)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx Cxxxxx LLP, outside general legal counsel to the Company, has may have in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates Affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates Affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx Cxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx Cxxxxx LLP has served as outside general legal counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges that with respect to the Financing, Xxxxxx Cxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, ; and (c) gives its informed consent to Xxxxxx Cxxxxx LLP’s representation of the Company in the Financing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Anebulo Pharmaceuticals, Inc.)
Waiver of Conflicts. Each Except as otherwise agreed by the Company with a Purchaser, each Purchaser acknowledges that Xxxxxx LLP, outside general counsel to the Company, has may have in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates Affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates Affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx Cooley LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Except as otherwise agreed by the Company with a Purchaser, each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholdershareholder, director or employee of the Company or any Purchaser, ; and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.. The foregoing is not applicable to Citadel CEMF Investments Ltd.
Appears in 1 contract
Samples: Share Purchase Agreement (Structure Therapeutics Inc.)
Waiver of Conflicts. Each Purchaser and each Holder acknowledges that Xxxxxx LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or Holders or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or Holder or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers and Holders hereunder of this representation and obtain their consent. Xxxxxx LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser and each Holder hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, ; (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or Holder or any stockholder, director or employee of the Company or any Purchaser, Purchaser or Holder; and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Horizon Pharma, Inc.)
Waiver of Conflicts. Each Purchaser acknowledges that Xxxxxx LLP, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates Affiliates in matters unrelated to the transactions contemplated by this Agreement (the “Financing”), including representation of such Purchasers or their affiliates Affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Xxxxxx LLP inform the Purchasers hereunder of this representation and obtain their consent. Xxxxxx LLP has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. Each Purchaser hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, (b) acknowledges that with respect to the Financing, Xxxxxx LLP has represented solely the Company, and not any Purchaser or any stockholder, director or employee of the Company or any Purchaser, and (c) gives its informed consent to Xxxxxx LLP’s representation of the Company in the Financing.. [Signature Pages Follow]
Appears in 1 contract
Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)