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 becoming a domiciliary of any other state or jurisdiction; (viii) Purchaser has no reason to anticipate any change in his circumstances, financial or otherwise, which may cause or require any sale or disposition by him of any of the Shares; (ix) This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser enforceable against him, his successors and assigns, including, but not limited to, his estate and his spouse, in accordance with its terms; (x) Assuming the due execution and delivery of this Agreement by the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy: insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and (xi) The Company has not guaranteed, represented or warranted to Purchaser either that (A) the Company will be profitable or that Purchaser will realize profits, as a result of his investment in the Shares or (B) the past performance or experience on the part of any officer, director, stockholder, employee, agent, representative or affiliate thereof, or any employee, agent, representative or affiliate of the Company will in any way indicate the predictable results of ownership of the Shares.
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Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the 1993 Stockholders' , Agreement, the Four Year 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 Offeringoffering;
(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 Four Year 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 (Aacknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) has adequate means of providing for his current financial needs Regulation D promulgated pursuant to the Securities Act had been prepared and possible personal contingencies made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and has no need for liquidity in informed decision regarding 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 becoming a domiciliary of any other state or jurisdiction;
(viii) Purchaser has no reason to anticipate any change in his circumstances, financial or otherwise, which may cause or require any sale or disposition by him of any of the Shares;
(ix) This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser enforceable against him, his successors and assigns, including, but not limited to, his estate and his spouse, in accordance with its terms;
(x) Assuming the due execution and delivery of this Agreement by the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy: insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and
(xi) The Company has not guaranteed, represented or warranted to Purchaser either that (A) the Company will be profitable or that Purchaser will realize profits, as a result of his investment in the Shares or (B) the past performance or experience on the part of any officer, director, stockholder, employee, agent, representative or affiliate thereof, or any employee, agent, representative or affiliate of the Company will in any way indicate the predictable results of ownership of the Shares.
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Additional Investment Representations. (i) Purchaser The Investor has carefully reviewed, is familiar with and understands each of the Memorandum, Articles of Incorporation and Bylaws of the 1993 Stockholders' Agreement, the Note, the Pledge Agreement, the Option Agreement Company and the other documents, records and information, if any, requested by Purchaser the Investor or otherwise supplied by the Company in connection with the OfferingCompany;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser the Investor have been made available or delivered to Purchaser, except to the extent otherwise addressed in the MemorandumInvestor;
(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 affiliate of the Company's affiliates Company is contrary to the information contained in this Agreement, the Memorandum, the 1993 Stockholders' Agreement, the Note or the Pledge Agreementherein, and Purchaser the Investor acknowledges and agrees that in making his its decision to purchase the Shares he it has relied solely on such documents its own information, the information provided to the Investor by the Company pursuant to this Subscription Agreement, and the other documents, records and information requested by the Investor and independent investigations made by him the Investor and, to the extent believed by Purchaser the Investor to be appropriate, his the Investor's representatives, including his the Investor's own professional, financial, legal, tax and other advisors;
(viv) Purchaser (AThe Investor acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided the Investor with less or different information than the Investor would have received if an information memorandum complying with Rule 502(b)(2) has adequate means of providing for his current financial needs Regulation D promulgated pursuant to the Securities Act had been prepared and possible personal contingencies made available to the Investor or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to the Investor is sufficient to allow the Investor to make a knowledgeable and has no need for liquidity in his informed decision regarding its investment in the Shares, ;
(Bv) can bear The Investor qualifies as an "accredited investor" as such term is defined in Rule 501 promulgated under 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 ofSecurities Act, and risks attendant to, his purchase of the Shares, information set forth on the signature page hereto is true and (E) has determined that the purchase of the Shares is consistent with Purchaser's financial objectivescorrect in all material respects;
(vi) Purchaser realizes that he may not be able to sell or dispose The Investor is duly organized, validly existing and in good standing under the laws of the Shares even in the event its jurisdiction 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 worthorganization;
(vii) The address set forth on Investor has the signature page hereof is Purchaser's true requisite corporate power and correct residenceauthority and full legal right to enter into this Subscription Agreement and to perform, observe and Purchaser has no present intention comply with all of becoming a domiciliary of any other state or jurisdictionits agreements and obligations hereunder;
(viii) Purchaser has no reason to anticipate any change in his circumstances, financial or otherwise, which may cause or require any sale or disposition The execution and delivery of this Subscription Agreement and the performance by him the Investor of any all of its agreements and obligations under this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the SharesInvestor;
(ix) This Agreement The Investor is authorized and otherwise duly qualified to purchase and hold the Shares, and the Investor has not been duly and validly executed and delivered by Purchaser and constitutes formed for the valid and binding obligation specific purpose of Purchaser enforceable against him, his successors and assigns, including, but not limited to, his estate and his spouse, purchasing the Shares unless (in accordance with the case of a partnership or corporation) all of its termsequity owners qualify as accredited individual investors under Rule 501 of Regulation D promulgated under the Securities Act;
(x) Assuming the due execution and delivery of this Subscription Agreement by the Company, this Subscription Agreement is a valid and binding obligation of the PurchaserInvestor, enforceable against the Purchaser Investor in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy: , insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and
(xi) The Company Horn of the following has not guaranteedever been represented, represented guaranteed or warranted to Purchaser either that the Investor by or on behalf of the Company:
(A) that the Company will be profitable or that Purchaser the Investor will realize profitsprofits or losses, as a result of his its investment in the Shares or Shares; or
(B) that the past performance or experience on the part of any officer, director, stockholder, employee, agent, representative agent or affiliate thereof, or any employee, agent, representative agent or affiliate of the Company will in any way indicate the predictable predict-able results of ownership of capital stock of the SharesCompany or of the overall venture.
Appears in 1 contract
Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the 1993 Stockholders' Agreement, the Four Year 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 Four Year 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 (Aacknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) has adequate means of providing for his current financial needs Regulation D promulgated pursuant to the Securities Act had been prepared and possible personal contingencies made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and has no need for liquidity in informed decision regarding 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 becoming a domiciliary of any other state or jurisdiction;
(viii) Purchaser has no reason to anticipate any change in his circumstances, financial or otherwise, which may cause or require any sale or disposition by him of any of the Shares;
(ix) This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser enforceable against him, his successors and assigns, including, but not limited to, his estate and his spouse, in accordance with its terms;
(x) Assuming the due execution and delivery of this Agreement by the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy: insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and
(xi) The Company has not guaranteed, represented or warranted to Purchaser either that (A) the Company will be profitable or that Purchaser will realize profits, as a result of his investment in the Shares or (B) the past performance or experience on the part of any officer, director, stockholder, employee, agent, representative or affiliate thereof, or any employee, agent, representative or affiliate of the Company will in any way indicate the predictable results of ownership of the Shares.
Appears in 1 contract
