Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 12 contracts
Sources: Securities Purchase Agreement (OKYO Pharma LTD), Securities Purchase Agreement (OKYO Pharma LTD), Securities Purchase Agreement (OKYO Pharma LTD)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 12 contracts
Sources: Securities Purchase Agreement (NXT-Id, Inc.), Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 9 contracts
Sources: Securities Purchase Agreement (Stinger Systems, Inc), Securities Purchase Agreement (Accentia Biopharmaceuticals Inc), Securities Purchase Agreement (Stinger Systems, Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 8 contracts
Sources: Securities Purchase Agreement (XWELL, Inc.), Securities Purchase Agreement (PharmaCyte Biotech, Inc.), Securities Purchase Agreement (MyMD Pharmaceuticals, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Fold Holdings, Inc.), Securities Purchase Agreement (Adagio Medical Holdings, Inc.), Convertible Securities Purchase Agreement (Adagio Medical Holdings, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Ediets Com Inc), Securities Purchase Agreement (Jmar Technologies Inc), Securities Purchase Agreement (Earth Biofuels Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Delcath Systems, Inc.), Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Lightpath Technologies Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Msgi Security Solutions, Inc), Securities Purchase Agreement (Universal Food & Beverage Compny), Securities Purchase Agreement (Msgi Security Solutions, Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision of the Company and each of the Subsidiaries to enter into the Transaction Documents Documents, as applicable, has been based solely on the independent evaluation by the Company Company, its Subsidiaries and its their representatives.
Appears in 6 contracts
Sources: Preferred Stock Securities Purchase Agreement (Global Employment Holdings, Inc.), Notes Securities Purchase Agreement (Global Employment Holdings, Inc.), Preferred Stock Securities Purchase Agreement (Global Employment Holdings, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and and, except as disclosed by such B▇▇▇▇ on the signature page of such Buyer, that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 6 contracts
Sources: Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, Subsidiaries or (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)Subsidiaries. The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).
Appears in 4 contracts
Sources: Securities Purchase Agreement (Tapimmune Inc), Securities Purchase Agreement (ZaZa Energy Corp), Securities Purchase Agreement (Microvision Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (Broadcast International Inc), Securities Purchase Agreement (China VoIP & Digital Telecom Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Fisker Inc./De), Securities Purchase Agreement (Fisker Inc./De), Securities Purchase Agreement (PAVmed Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the Buyer (or any affiliate of the Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 4 contracts
Sources: Secured Debenture Purchase Agreement (Ideanomics, Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the Company's knowledge, an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Raptor Networks Technology Inc), Securities Purchase Agreement (Raptor Networks Technology Inc), Securities Purchase Agreement (Raptor Networks Technology Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not is: (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Kimberlin Kevin), Securities Purchase Agreement (Minrad International, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144 of the ▇▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Utek Corp), Securities Purchase Agreement (Immunicon Corp), Securities Purchase Agreement (Nanogen Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer (other than such Person as set forth on Schedule 3(f) attached hereto, each an “Insider Buyer”) is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.), Securities Purchase Agreement (Channel Therapeutics Corp), Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (KIT Digital, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Interactive Strength, Inc.), Securities Purchase Agreement (La Rosa Holdings Corp.), Securities Purchase Agreement (Interactive Strength, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than ten percent (10% %) of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934 Act, as amended (“1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its respective representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Eton Pharmaceuticals, Inc.), Securities Purchase Agreement (Aqua Metals, Inc.), Securities Purchase Agreement (Energous Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Top KingWin LTD), Securities Purchase Agreement (Top KingWin LTD), Securities Purchase Agreement (Top KingWin LTD)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Think Partnership Inc), Securities Purchase Agreement (Magnetar Capital Partners LP), Securities Purchase Agreement (Think Partnership Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Company Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) except as set forth on Schedule 3(f), an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) except as set forth on Schedule 3(f), to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (GCL Global Holdings LTD), Securities Purchase Agreement (GCL Global Holdings LTD), Securities Purchase Agreement (Ads-Tec Energy Public LTD Co)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Amish Naturals, Inc.), Securities Purchase Agreement (Mdi, Inc.), Securities Purchase Agreement (Amish Naturals, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Quixote Corp), Securities Purchase Agreement (Jameson Inns Inc), Securities Purchase Agreement (Electroglas Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) 144 of the Company or any of its Subsidiaries 1▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of used in this Agreement, the term "affiliate" shall have the meaning set forth in Rule 13d-3 405 of the 1934 1933 Act). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Energy Telecom, Inc.), Securities Purchase Agreement (Energy Telecom, Inc.), Securities Purchase Agreement (Energy Telecom, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Shares (as defined for purposes of Rule 13d-3 13d3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Innventure, Inc.), Securities Purchase Agreement (ImmunoPrecise Antibodies Ltd.), Securities Purchase Agreement (ImmunoPrecise Antibodies Ltd.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe Knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (House of Taylor Jewelry, Inc.), Securities Purchase Agreement (House of Taylor Jewelry, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges Each Buyer represents and agrees warrants that the Buyer it is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents (as defined below) and the transactions contemplated hereby and thereby and that the Buyer it is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “"beneficial owner” " of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company Each Buyer further acknowledges represents and warrants that the Buyer it is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer it or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s its purchase of the Securities. The Company Buyer further represents to the Buyer Company that the Company’s Buyer's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company Buyer and its representatives. Neither such evaluation nor any other due diligence investigations conducted by the Buyer or its representatives shall modify, amend or affect the Buyer's right to rely on the Company's representations and warranties contained herein.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Commtouch Software LTD), Securities Purchase Agreement (Commtouch Software LTD)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s decision of the Company and each of the Subsidiaries to enter into the Transaction Documents Documents, as applicable, has been based solely on the independent evaluation by the Company Company, its Subsidiaries and its their representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Natural Gas Systems Inc/New), Securities Purchase Agreement (Natural Gas Systems Inc/New)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that that, except as set forth in any Schedule 13D or Schedule 13G filed with the SEC regarding the ownership of 10% or more of the shares of Common Stock or as disclosed in Schedule 3(f), no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not is: (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Prentice Capital Management, LP), Securities Purchase Agreement (Sac Capital Advisors LLC)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyersuch B▇▇▇▇’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Annovis Bio, Inc.), Securities Purchase Agreement (Annovis Bio, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (eFuture Information Technology Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not prior to the transactions contemplated by the Transaction Documents, except as contemplated in the Transaction Documents, (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Broadfin Capital, LLC), Securities Purchase Agreement (Biodelivery Sciences International Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries Subsidiaries, or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Autozi Internet Technology (Global) Ltd.), Securities Purchase Agreement (Autozi Internet Technology (Global) Ltd.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) 144 of the Company or any of its Subsidiaries ▇▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of used in this Agreement, the term "affiliate" shall have the meaning set forth in Rule 13d-3 405 of the 1934 1933 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Adeona Pharmaceuticals, Inc.), Securities Purchase Agreement (Lucas Energy, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to the Company’s Knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe Company’s Knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives. “Company’s Knowledge” and terms of similar import mean the actual knowledge, after reasonable inquiry, of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Veriteq), Securities Purchase Agreement (Digital Angel Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (LOCAL.COM), Securities Purchase Agreement (Sorell, Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the to its actual knowledge, each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the that, except as set forth on Schedule 3(f), no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its actual knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Conversion Labs, Inc.), Securities Purchase Agreement (Conversion Labs, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Converted Organics Inc.), Securities Purchase Agreement (Converted Organics Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby thereby, and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its the Company’s knowledge, a “beneficial owner” of more than 10% of the shares of Company Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Supergen Inc), Securities Purchase Agreement (Supergen Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144144 under the ▇▇▇▇ ▇▇▇) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Avanex Corp), Securities Purchase Agreement (Avanex Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Crumbs Bake Shop, Inc.), Securities Purchase Agreement (WPCS International Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ats Medical Inc), Securities Purchase Agreement (Rockford Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Shares (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (FiscalNote Holdings, Inc.), Securities Purchase Agreement (Beneficient)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and thereby. The Company further acknowledges that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Hythiam Inc), Securities Purchase Agreement (Iparty Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the such Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” affiliate (as defined in Rule 144405 of the 1▇▇▇ ▇▇▇) of the Company or any of its Subsidiaries (an “Affiliate”) or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)1▇▇▇ ▇▇▇) of more than 10% of the Ordinary Shares. The Company further acknowledges that the each Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the such Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the such Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (NAKED BRAND GROUP LTD)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer ▇▇▇▇▇ is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Nascent Biotech Inc.), Securities Purchase Agreement (Nascent Biotech Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (pSivida LTD), Securities Purchase Agreement (pSivida LTD)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Treasure Global Inc), Securities Purchase Agreement (Medalist Diversified REIT, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 405 of the 1▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Taronis Technologies, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Magnegas Corp), Securities Purchase Agreement (Magnegas Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Magnegas Corp), Securities Purchase Agreement (Magnegas Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries Subsidiaries, or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (VistaGen Therapeutics, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representativesrepresentatives and partially in reliance upon the representations and warranties of each Buyer hereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Inksure Technologies Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, is an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genius Brands International, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliateAffiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Unigene Laboratories Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, Subsidiaries or (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)Subsidiaries. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer each Subscriber is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer no Subscriber is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the Buyer no Subscriber is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer a Subscriber or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyersuch Subscriber’s purchase acquisition of the Securities. The Company further represents to the Buyer each Subscriber that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 1 contract
Sources: Subscription Agreement (American Virtual Cloud Technologies, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 ActSecurities Exchange Act of 1934, as amended). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyersuch ▇▇▇▇▇’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Vallon Pharmaceuticals, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the Company’s knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144 under the ▇▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Allied Defense Group Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 105% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Therapix Biosciences Ltd.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (WPCS International Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision of the Company and each of the Subsidiaries to enter into the Transaction Documents Documents, as applicable, has been based solely on the independent evaluation by the Company Company, its Subsidiaries and its their representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Modtech Holdings Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to the Company’s Knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledgethe Company’s Knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 13d3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Acreage Holdings, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Kraig Biocraft Laboratories, Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that that, assuming the accuracy of the Buyer's representations and warranties, no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no Buyer has given any advice given by (directly or indirectly) to the Buyer or Company and/or any of its representatives or agents Subsidiaries, whether in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securitiesor otherwise. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents and the transactions contemplated thereby has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ascendia Brands, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Guilford Pharmaceuticals Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 ActSecurities Exchange Act of 1934, as amended). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cellect Biotechnology Ltd.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the that, to its knowledge, each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (American Superconductor Corp /De/)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 405 of the ▇▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) prior to the Closing, an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, prior to the Closing, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (G Iii Apparel Group LTD /De/)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company ---------------------------------------------------------- acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the that, to its knowledge each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the that, to its knowledge, no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the an independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Biodelivery Sciences International Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the that, except as set forth in Schedule 3(f), each Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144), if any, or (iii) to its knowledgethe Company’s Knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the that, except as set forth in Schedule 3(f), each Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) ), if any, with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer Buyers or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s Buyers’ purchase of the Securities. The Company further represents to the Buyer Buyers that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Medicine Man Technologies, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the prior to the conclusion of the Transaction, Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, Subsidiaries or (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)Subsidiaries. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 405 of the ▇▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer such Indemnitee or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (SOCIAL REALITY, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representativestransactions contemplated hereby other than those specifically set forth in Section 2.
Appears in 1 contract
Sources: Securities Purchase Agreement (Richardson Electronics LTD/De)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries except as set forth on Schedule 3(q) or (iii) to its knowledgethe knowledge of the Company and except as set forth on Schedule 3(q), a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Marshall Edwards Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 104.99% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Evci Career Colleges Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer (other than Bai Feng) is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Emisphere Technologies Inc)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to the Company’s knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its the Company’s knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of more than 4.99% of the shares of any voting class of the Company’s Common Stock. The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Clearly Canadian Beverage Corp)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges acknowledges, to the best of the Company's knowledge, that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Flagship Global Health, Inc.)
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that immediately prior to the execution of this Agreement no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given to the Company by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representativesrepresentatives and in reliance upon the representations and warranties of each Buyer hereunder.
Appears in 1 contract
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the Company’s knowledge, an “affiliate” of the Company (as defined in Rule 144) 144 of the Company or any of its Subsidiaries ▇▇▇▇ ▇▇▇) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Natural Nutrition Inc.)