Examples of Sorrento Common Stock in a sentence
Subject to the terms and conditions of this Agreement, at the Closing, Cambridge will surrender and forfeit its rights to acquire up to 500,000 shares of common stock, par value $0.0001 per share, of Sorrento (the “Sorrento Common Stock”) under the Sorrento Warrant (such that immediately following the Closing, the Sorrento Warrant will be exercisable by Cambridge for up to an aggregate of 1,224,138 shares of Sorrento Common Stock at an exercise price of $5.80 per share) (the “Warrant Amendment”).
Neither the Member, nor any of his, her or its officers, managers, employees, agents, members or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Purchaser Common Stock or the Sorrento Common Stock.
The Stockholder understands that the shares of Purchaser Common Stock and Sorrento Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Stockholder must hold the shares of Purchaser Common Stock and Sorrento Common Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
The Stockholder’s beneficial ownership of the Purchaser Common Stock or the Sorrento Common Stock will not violate any applicable securities or other laws of the Stockholder’s jurisdiction.
Aardvark represents that it is a sophisticated investor experienced in evaluating and investing in private placement transactions of securities of companies in similar stage of development as Sorrento and acknowledges that Aardvark can bear the economic risk of its investment for an indefinite period of time, and has such knowledge and experience in financial and business matters that Aardvark is capable of evaluating the merits and risks of the investment in the Sorrento Common Stock.
The Shareholder further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including the time and manner of sale, the holding period for the Sorrento Common Stock, and on requirements relating to Sorrento which are outside of the Shareholder’s control, and which Sorrento is under no obligation and may not be able to satisfy.
Aardvark is acquiring the shares of Sorrento Common Stock pursuant to this Agreement in the ordinary course of Aardvark’s business and for Aardvark’s own account for investment purposes only and with no present intention of distributing any Sorrento Common Stock, and no arrangement or understanding exists with any other persons regarding the distribution of Sorrento Common Stock.
Aardvark acknowledges that Sorrento, except as contemplated by Article 6, has no obligation to register or qualify the Sorrento Common Stock to be issued pursuant to this Agreement for resale.
The Stockholder further represents that the Stockholder has had an opportunity to ask questions of and receive answers from the Purchaser regarding the terms and conditions of the offering of the shares of Purchaser Common Stock and the Sorrento Common Stock and the business, prospects and financial condition of the Purchaser and Sorrento necessary to verify the accuracy of any information furnished to the Stockholder or to which the Stockholder had access.
Neither the Shareholder, nor any of his, her or its officers, managers, employees, agents, members or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Purchaser Stock or the Sorrento Common Stock.