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S-3
FIBROCELL SCIENCE, INC. filed this Form S-3 on 01/18/2019
Entire Document
 
 
-2-      \\PH - 036137/000006 - 396952 v6   3. Purchaser Representations and Warranties. Each Purchaser hereby represents,   warrants, acknowledges, and agrees as follows:   (a) Authorization. Such Purchaser has full power and authority to enter into   this Agreement. This Agreement, when executed and delivered by such Purchaser, will constitute   a valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in   accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,   reorganization, moratorium, fraudulent conveyance, or any other laws of general application   affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the   availability of specific performance, injunctive relief, or other equitable remedies.   (b) Purchase Entirely for Own Account. This Agreement is made with such   Purchaser in reliance upon such Purchaser’s representation to the Company, which by such   Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that the Shares will be   acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with   a view to the resale or distribution of any part thereof, and that such Purchaser has no present   intention of selling, granting any participation in, or otherwise distributing the same. By executing   this Agreement, such Purchaser further represents that such Purchaser does not presently have any   contract, undertaking, agreement, or arrangement with any person or entity to sell, transfer, or   grant participations to such person or entity or to any third person or entity, with respect to any of   the Shares. Such Purchaser has not been formed for the specific purpose of acquiring the Shares.   (c) Disclosure of Information. Such Purchaser acknowledges that it has had the   opportunity to review this Agreement and all reports, schedules, forms, statements and other   documents filed by the Company under the Securities Exchange Act of 1934, as amended,   including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof   (the foregoing materials, including the exhibits thereto and documents incorporated by reference   therein, being collectively referred to herein as the “SEC Reports”) and has been afforded, (i) the   opportunity to ask such questions as it has deemed necessary of, and to receive answers from,   representatives of the Company concerning the terms and conditions of the offering of the Shares   and the merits and risks of investing in the Shares; (ii) access to information about the Company   and its financial condition, results of operations, business, properties, management and prospects   sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional   information that the Company possesses or can acquire without unreasonable effort or expense   that is necessary to make an informed investment decision with respect to the investment.   (d) Restricted Securities. Such Purchaser understands that the Shares have not   been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities   Act”) and, by reason of a specific exemption from the registration provisions of the Securities Act   which depends upon, among other things, the bona fide nature of the investment intent and the   accuracy of such Purchaser’s representations as expressed herein. Such Purchaser understands that   the Shares are “restricted securities” under applicable U.S. federal and state securities laws and   that, pursuant to these laws, such Purchaser must hold the Shares indefinitely unless they are   registered with the Securities and Exchange Commission and qualified by state authorities, or an   exemption from such registration and qualification requirements is available. Such Purchaser   acknowledges that if an exemption from registration or qualification is available, it may be   conditioned on various requirements including, but not limited to, the time and manner of sale, the