1933 Act Representations Sample Clauses
The 1933 Act Representations clause requires a party, typically the seller or issuer of securities, to affirm that the securities being offered or sold comply with the registration and disclosure requirements of the U.S. Securities Act of 1933. In practice, this means the party must confirm that the securities are either registered with the Securities and Exchange Commission or qualify for an exemption from registration, and that all necessary information has been provided to potential investors. This clause serves to protect the buyer or investor by ensuring legal compliance and reducing the risk of regulatory violations related to securities transactions.
1933 Act Representations. (a) Such Person is either an "accredited investor" within the meaning of Regulation D under the 1933 Act or is not a "U.S. Person" within the meaning of Regulation S under the 1933 Act.
(b) Neither such Person, its affiliates nor any Person acting on its or their behalf has engaged or will engage in connection with the issue of New Notes or the Restructuring Shares in (i) any general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act or (ii) any directed selling efforts within the meaning of Rule 903 under the 1933 Act, unless such solicitation, advertising or selling effort is then allowed under the 1933 Act.
1933 Act Representations. (a) The transactions specified herein will be either exempt from the registration requirements of the 1933 Act or will be registered in accordance with the 1933 Act; and
(b) Neither the Company, its affiliates nor any Person acting on its or their behalf has engaged or will engage in connection with the issue of New Notes or the Restructuring Shares in (i) any general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act or (ii) any directed selling efforts within the meaning of Rule 903 under the 1933 Act, unless such solicitation, advertising or selling effort is then allowed under the 1933 Act.
1933 Act Representations. Lilly is an "accredited investor" ------------------------ within the meaning of Regulation D as promulgated by the SEC under the 1933 Act. Lilly has such experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares. Lilly is acquiring the Shares for its own account, with no present intention of transferring, distributing or reselling the Shares, or any part thereof, all without prejudice, however, to the rights of Lilly at any time, in accordance with this Amendment, lawfully to sell or otherwise dispose of all or any part of the Shares.
1933 Act Representations. (a) The transactions specified herein will be either exempt from the registration requirements of the 1933 Act or will be registered in accordance with the 1933 Act; and
(b) Neither the Company, its affiliates nor any Person acting on its or their behalf has engaged or will engage in connection with the issue of the Restructuring Shares or Exchange Warrants in (i) any general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act or (ii) any directed selling efforts within the meaning of Rule 903 under the 1933 Act, unless such solicitation, advertising or selling effort is then allowed under the 1933 Act.
(c) The Company hereby undertakes to supply the necessary information required by Rule 144A(d)(4) of the 1933 Act to a prospective purchaser in order to permit re-sales of Restructuring Shares and/or Exchange Warrants under Rule 144A of the 1933 Act unless the Company is then filing periodic reports under the ▇▇▇▇ ▇▇▇.