Understanding Among Purchasers Sample Clauses

The "Understanding Among Purchasers" clause defines the mutual agreement and shared understanding between all parties purchasing under a contract. It typically clarifies that all purchasers have reviewed and comprehended the terms, conditions, and obligations set forth in the agreement, and that no purchaser is relying on statements or promises outside of what is written in the contract. This clause helps prevent disputes by ensuring that all purchasers are on the same page regarding their rights and responsibilities, thereby promoting transparency and reducing the risk of misunderstandings.
Understanding Among Purchasers. The determination by each of the Purchasers to purchase the Units pursuant to this Agreement has been made by such Purchaser independent of the other Purchasers and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by the other Purchasers or by any agent or employee of the other Purchasers. In addition, it is acknowledged by each of the Purchasers that the other Purchasers have not acted as such Purchaser's agent in connection with making its investment hereunder and that the other Purchasers will not be acting as such Purchaser's agent in connection with monitoring such Purchaser's investment hereunder.
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Understanding Among Purchasers. The decision of each Purchaser to purchase Shares pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any statements or opinions as to the Condition of the Company which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment hereunder. Each Purchaser acknowledges that the Company intends to issue up to $80,000,000 in shares of Series C Preferred Stock (or Series C-1 Preferred Stock) in connection with this private placement, including its ongoing licensing efforts. Each Purchaser waives any pre-emptive rights that it may have to participate in the sale of such additional shares of Series C Preferred Stock (or Series C-1 Preferred Stock) pursuant to the Stockholders Agreement or otherwise, provided that the Company sells such shares of Series C Preferred Stock (or Series C-1 Preferred Stock) in connection with its licensing efforts to parties who are not affiliated with the Purchasers or other stockholders of the Company or, in the case of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an existing stockholder of the Company, to ▇▇. ▇▇▇▇▇▇▇ in an amount up to approximately $160,000 of shares of Series C Preferred Stock, in each case on substantially the same terms as are included herein.
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Understanding Among Purchasers. The determination of each Purchaser to purchase Securities, in each case, as set forth opposite such Purchaser’s name on Schedule I attached hereto, pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser. In addition, it is acknowledged by each of the Purchasers that no Purchaser has acted as an agent of any other Purchaser in connection with making its investment hereunder and that no Purchaser shall be acting as an agent of any other Purchaser in connection with monitoring its investment hereunder.
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Understanding Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner or Affiliate of any such other Purchaser, in making its investment or decision to invest in the Company or in monitoring such investment. Each Purchaser agrees that no Purchaser nor any controlling person, officer, director, shareholder, partner, agent or employee of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Company or the Shares. Without limiting the foregoing, no Purchaser (nor any of its Affiliates, officers, directors, shareholders, partners, agents or employees) or other holder of any Shares shall have any obligation, liability or responsibility whatsoever for the accuracy, completeness or fairness of any or all information about the Company or any Subsidiary or their respective properties, business or financial and other affairs, acquired by such Purchaser or holder from the Company or any Subsidiary or the respective officers, directors, employees, agents, representatives, counsel or auditors of either, and in turn provided to another Purchaser or holder, nor shall any such Purchaser (or such other Person) have any obligation or responsibility whatsoever to provide any such information to any other Purchaser (or such other Person) or holder or to continue to provide any such information if any information is provided. 10O. Preemptive Rights. By its execution hereof, each of Austin Ventures, Prime New Ventures and Internet Capital Group LLC hereby acknowledges and agrees that the Shares being offered, or which may be purchased, pursuant to the provisions of Section 1B above are in full and final satisfaction of any and all preemptive rights, rights of first offer or other rights to acquire additional shares of the capital stock of the Company in connection with the sale of Shares hereunder. In particular and without limiting the generality of the foregoing, by their execution hereof (i) Austin Ventures, Prime Enterprises II, L.P., Enterprises & Transcommunications, L.P. and Internet Capital Group LLC hereby waive and forever discharge any rights to purchase any additional shares of Series C Preferred Stock as a consequence of the failure of Open Text Corporation to exercise its preemptive rights to purchase shares of Series Preferred Stock at the Closing or in connection with the Subsequent Sale, if any, and (ii) Aust...
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Understanding Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner or Affiliate of any such other Purchaser, in making its investment or decision to invest in the Company or in monitoring such investment. Each Purchaser agrees that no Purchaser nor any controlling person, officer, director, stockholder, partner, agent or employee of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Company or the Shares, Series B Warrants or Warrant Shares. Without limiting the foregoing, no Purchaser (nor any of its Affiliates, officers, directors, stockholders, partners, agents or employees) or other holder of any Shares, Series B Warrants or Warrant Shares shall have any obligation, liability or responsibility whatsoever for the accuracy, completeness or fairness of any or all information about the Company or any Subsidiary or their respective properties, business or financial and other affairs, acquired by such Purchaser or holder from the Company or any Subsidiary or the respective officers, directors, employees, agents, representatives, counsel or auditors of either, and in turn provided to another Purchaser or holder, nor shall any such Purchaser (or such other Person) have any obligation or responsibility whatsoever to provide any such information to any other Purchaser (or such other Person) or holder or to continue to provide any such information if any information is provided. 10O. Series A Waivers.
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Understanding Among Purchasers. It is acknowledged by each Purchaser that no Purchaser has acted as an agent of any other Purchaser in connection with making its investment hereunder and that no Purchaser shall be acting as an agent of any other Purchaser in connection with monitoring its investment hereunder. It is further acknowledged by each of the other Purchasers that SDS has retained Drinker Biddle & Reath LLP ("Drinker Biddle") to act as its counsel in connection wit▇ ▇▇▇ tra▇▇▇▇▇ions contemplat▇▇ ▇▇▇eby and under the other Transaction Documents and that Drinker Biddle has not acted as counsel for any of the other Purchasers in connection ▇▇▇▇▇with and that none of the other Purchasers have the status of a client of Drinker Biddle for conflict of interest or other purposes as a result thereof.
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Understanding Among Purchasers. The determination by each of the Purchasers to purchase Series B Preferred Shares pursuant to this Agreement has been made by such Purchaser independent of the other Purchasers, and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by the other Purchasers or by any agent or employee of the other
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Understanding Among Purchasers. 46 20. Notices..................................................................47
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Understanding Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner or Affiliate of any such other Purchaser, in making its investment or decision to invest in the Company or in monitoring such investment. Each Purchaser agrees that no Purchaser nor any controlling Person, officer, director, shareholder, partner, agent or employee of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Company or the Shares, or both. Without limiting the foregoing, no Purchaser (nor any of its Affiliates, officers, directors, shareholders, partners, agents or employees) or other holder of any Shares shall have any obligation, liability or responsibility whatsoever for the accuracy, completeness or fairness of any or all information about the Company or any Subsidiary or their respective properties, business or financial and other affairs, acquired by such Purchaser or holder from the Company or any Subsidiary or the respective officers, directors, employees, agents, representatives, counsel or auditors of either, and in turn provided to another Purchaser or holder, nor shall any such Purchaser (or such other person) have any obligation or responsibility whatsoever to provide any such information to any other Purchaser (or such other Person) or holder or to continue to provide any such information if any information is provided. 11P. Legal Representation. The Company and each Purchaser acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇, L.L.P., special counsel to Austin Ventures, has been requested by the Company and the Purchasers to assist in the preparation of this Agreement, the Ancillary Agreements and the Articles of Amendment, and the consummation of the transactions contemplated herein. The Company and each Purchaser acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇, L.L.P. represents Austin Ventures and does not represent the Company or any Purchaser in any respect. Each Purchaser understands and acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇, L.L.P. is not advising such Purchaser with respect to such Purchaser's decision to enter into this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including without limitation the purchase of the Shares to be purchased by such Purchaser on the terms and conditions set forth herein. Each Purchaser acknowledges that such Purchaser has obtained separate legal represen...
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Related to Understanding Among Purchasers

  • Exculpation Among Purchasers The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.

  • Underwriter Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

  • SELLING STOCKHOLDERS The shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible debentures and upon exercise of the warrants. For additional information regarding the issuance of those convertible notes and warrants, see “Private Placement of Convertible Debentures and Warrants” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the convertible debentures and warrants, as of , 200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least (i) 300% of the number of Conversion Shares issued and issuable pursuant to the convertible debentures as of the trading day immediately preceding the date the registration statement is initially filed with the SEC, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”