Additional Investment Representations. Each Management Member represents and warrants that:
(a) the Management Member's financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the Units;
(b) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units;
(c) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's investment including in case of emergency, if at all;
(d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof;
(e) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters;
(f) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member deems necessary; and
(g) all information which the Management Member has provided to the Company and the Company's representatives concern...
Additional Investment Representations. Executive represents and warrants that:
(a) Executive’s financial situation is such that Executive can afford to bear the economic risk of holding the Co-Investment Units for an indefinite period of time, has adequate means for providing for Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of Executive’s investment in the Co-Investment Units;
(b) Executive’s knowledge and experience in financial and business matters are such that Executive is capable of evaluating the merits and risks of the investment in the Co-Investment Units;
(c) Executive understands that the Co-Investment Units are a speculative investment which involves a high degree of risk of loss of Executive’s investment therein, there are substantial restrictions on the transferability of the Co-Investment Units and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Co-Investment Units and, accordingly, it may not be possible for Executive to liquidate Executive’s investment in case of emergency, if at all;
(d) the terms of this Agreement provide that if Executive ceases to be an employee of the Company or its Subsidiaries, the Company has the right to repurchase the Co-Investment Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof;
(e) Executive understands and has taken cognizance of all the risk factors related to the purchase of the Co-Investment Units and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Co-Investment Units or the Company or their prospects or other matters;
(f) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the LLC Agreement, the Plan, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the purchase of the Co-Investment Units and to obtain any additional information which Executive deems necessary;
(g) all information which Executive has provided to the Company and the Company’s representatives concerning Executive and Executive’s financial position is complete and correct as of the date of this Agreement; and
(h) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, ...
Additional Investment Representations. The Rollover Stockholder represents and warrants that:
(i) the Rollover Stockholder’s financial situation is such that the Rollover Stockholder can afford to bear the economic risk of holding the Holdings Rollover Shares for an indefinite period of time, has adequate means for providing for the Rollover Stockholder’s current needs and personal contingencies, and can afford to suffer a complete loss of the Rollover Stockholder’s investment in the Holdings Rollover Shares;
(ii) the Rollover Stockholder’s knowledge and experience in financial and business matters are such that the Rollover Stockholder is capable of evaluating the merits and risks of the investment in the Holdings Rollover Shares;
(iii) the Rollover Stockholder understands that the Holdings Rollover Shares are a speculative investment which involves a high degree of risk of loss of the Rollover Stockholder’s investment therein, there are substantial restrictions on the transferability of the Holdings Rollover Shares and, on the date of the Rollover Closing and for an indefinite period following such date, there will be no public market for the Holdings Rollover Shares and, accordingly, it may not be possible for the Rollover Stockholder to liquidate the Rollover Stockholder’s investment in case of emergency, if at all;
(iv) the Rollover Stockholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings and its representatives concerning Holdings and its subsidiaries, the Merger, Holdings’ organizational documents and the terms and conditions of the purchase of Holdings Rollover Shares and to obtain any additional information which the Rollover Stockholder deems necessary;
(v) the Rollover Stockholder understands that after consummation of the Rollover Closing and the Effective Time, the consolidated total Indebtedness of Holdings and its subsidiaries (including the Company) will be significantly greater than the consolidated total Indebtedness of the Company and its subsidiaries prior to the Closing Date; and
(vi) the Rollover Stockholder is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (unless otherwise indicated on the signature page hereto).
Additional Investment Representations. The Optionee advises the Company that:
(a) Optionee's financial situation is such that Optionee can afford to bear the economic risk of holding the Shares for an indefinite period of time, and can afford to suffer a complete loss of Optionee's investment in the Shares;
(b) Optionee's knowledge and experience in financial and business matters is such that Optionee is capable of evaluating the merits and risks of the investment in the Shares;
(c) Optionee understands that there are substantial restrictions on the transferability of the Shares and there will be no public market for the Shares and, accordingly, it may not be possible for Optionee to liquidate its investment in case of emergency, if at all;
(d) Optionee has been given the opportunity to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the Acquisition, the Stockholders Agreement, and to obtain any additional information which Optionee deems necessary; and
(e) Optionee is either: (i) an "accredited investor", as such term is defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Shares.
Additional Investment Representations. Executive represents and warrants that:
(a) Executive understands that there are substantial restrictions on the transferability of the Units and, on the Closing Date and for an indefinite period following the Closing Date, there will be no public market for the Units and, accordingly, it may not be possible for Executive to liquidate Executive’s Units in case of emergency, if at all;
(b) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases to be an employee of the Company or its Subsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof;
(c) Executive understands and has taken cognizance of all the risk factors related to the Units and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters;
(d) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the acquisition of the Units and to obtain any additional information which Executive deems necessary; and
(e) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page.
Additional Investment Representations. Each Purchaser is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act.
Additional Investment Representations. (i) the Investor’s financial situation is such that the Investor can afford to bear the economic risk of holding the Rollover Interests for an indefinite period of time, has adequate means for providing for the Investor’s current needs and personal contingencies, and can afford to suffer a complete loss of the Investor’s investment in the Rollover Interests;
(ii) the Investor’s knowledge and experience in financial and business matters are such that the Investor is capable of evaluating the merits and risks of the continued investment in the Rollover Interests;
(iii) the Investor has been given the opportunity to ask questions of, and to receive answers from, the Parent Entities and their respective representatives concerning the Parent Entities, the Transaction and the other transactions contemplated by the Merger Agreement and the terms and conditions of the waiver of the right to receive cash consideration for the Rollover Interests in connection with the Transactions;
(iv) the Investor holds the applicable Rollover Interests for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution thereof;
(v) the Investor understands that, following the Closing, the consolidated total indebtedness of the Company Entities and their Subsidiaries may be significantly greater than the consolidated total indebtedness of the Company Entities and their Subsidiaries prior to the Closing Date;
(vi) the Investor is (i) an “accredited investor” within the meaning of Rule 501(a) under the Securities Act or (ii) an entity in which all equity owners are “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; and
(vii) nothing contained in this Agreement shall be deemed to obligate the Company, OpCo or any of their respective Affiliates to employ the Investor in any capacity whatsoever or to prohibit or restrict the Company, OpCo or any of their respective Affiliates, from terminating the employment of the Investor at any time or for any reason whatsoever, with or without cause (subject to any terms of employment contained in any separate agreement between the Company, OpCo or any of their respective Affiliates and the Investor).
Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the 1993 Stockholders' Agreement, the Note, the Pledge Agreement, the Option Agreement and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this Agreement, the Memorandum, the 1993 Stockholders' Agreement, the Note or the Pledge Agreement, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on such documents and the independent investigations made by him and, to the extent believed by Purchaser to be appropriate, his representatives, including his own professional, financial, legal, tax and other advisors;
(v) Purchaser (A) has adequate means of providing for his current financial needs and possible personal contingencies and has no need for liquidity in his investment in the Shares, (B) can bear the economic risk of losing his entire investment in the Shares, (C) has such knowledge and experience in financial matters that he is capable of evaluating the relative risks and merits of his purchase of the Shares, (D) is familiar with the nature of, and risks attendant to, his purchase of the Shares, and (E) has determined that the purchase of the Shares is consistent with Purchaser's financial objectives;
(vi) Purchaser realizes that he may not be able to sell or dispose of the Shares even in the event of a personal emergency. Purchaser's overall commitment to investments which are not readily marketable (including his investment in the Shares) is not disproportionate to his net worth;
(vii) The address set forth on the signature page hereof is Purchaser's true and correct residence, and Purchaser has no present intention of becomin...
Additional Investment Representations. The Stockholder represents and warrants that:
(a) Ownership of Rollover Shares and Rollover Options. The Stockholder (or accounts or trusts controlled or beneficially owned by Stockholder) is the owner of the Rollover Shares and the Rollover Options and has the power to dispose of the Rollover Shares and Rollover Options. To Stockholder's knowledge, the Rollover Shares are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. On the date hereof, the Rollover Shares are owned of record and beneficially by Stockholder. Stockholder has sole voting power and sole power of disposition with respect to all of the Rollover Shares, with no restrictions, subject to applicable federal securities laws, on Stockholder's rights of disposition pertaining thereto. On the date hereof, Stockholder has, and on the date of any Closing hereunder Stockholder will have, good, valid and marketable title to the Rollover Shares and Rollover Options free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever (other than the encumbrance created by this Agreement), and shall not be subject to any preemptive right of any stockholder of CPI. The contribution of the Rollover Shares to Company hereunder will transfer to Company good, valid and marketable title to the Rollover Shares, free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever.
(b) the Stockholder's financial situation is such that he can afford to bear the economic risk of holding the Common Stock for an indefinite period of time, has adequate means for providing for his current needs and personal contingencies, and can afford to suffer a complete loss of his investment in the Common Stock;
(c) the Stockholder's knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this Agreement;
(d) the Stockholder understands that the Common Stock is a speculative investment which involves a high degree of risk of loss of his investment therein, there are substantial restrictions on the transferability of the Common Stock and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Common Stock and, accordingly, it may not be possible for the Stockholder to liquidate his investment in case of emergency, if at al...
Additional Investment Representations. As a material inducement to the Company to enter into the Additional Purchase Agreement and issue and sell the Additional Securities hereunder, each Purchaser, severally, and not jointly, hereby represents and warrants that:
(a) Each Purchaser understands and acknowledges that (i) the Additional Securities have not been registered under the Securities Act or under any state or foreign securities laws in reliance upon exemptions provided thereunder and that such Additional Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state or foreign securities laws and regulations as applicable and are subject to restrictions on transferability under the terms of the Shareholders Agreement and (ii) the representations and warranties contained herein are being relied upon by the Company as a basis for the exemption of the offer and sale of the Additional Securities pursuant to this Additional Purchase Agreement under the registration requirements of the Securities Act and any applicable state or foreign securities laws. Each such Purchaser is acquiring the Additional Securities for the Purchaser's own account, except that, in the case of Clipper Capital Associates, L.P. ("Clipper Capital"), such Purchaser is acquiring a portion of the Additional Securities as nominee for not more than three individuals who are either "accredited investors" (as defined in Rule 501 promulgated under the Securities Act) or full-time employees of Clipper Capital, for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Each Purchaser has had the opportunity to review the books and records of the Company and has been furnished or provided access to such relevant information that such Purchaser has requested. Each Purchaser is knowledgeable, sophisticated and experienced in business and financial matters of the type contemplated by the Additional Purchase Agreement and the Transaction Documents and is able to bear the risks associated with an investment in the Company. For purposes of this Section 9 hereof, the term "Purchasers" shall include the three individuals named herein.
