Additional Securities Representations Sample Clauses

Additional Securities Representations. (a) Each Seller is an accredited investor within the meaning of Rule 501(a) of the Securities Act. (b) Each Seller is a sophisticated party and has sufficient knowledge, experience and expertise to evaluate, and is fully informed as to, the merits and risks of the Stock Consideration. Each Seller has conducted its own investigation of Pubco and the Stock Consideration and has had access to such information concerning Pubco and the Stock Consideration as such Seller has considered necessary or appropriate in connection with its decision to acquire the Stock Consideration. Each Seller is able to bear the economic risk of loss with respect to the Stock Consideration. (c) Each Seller acknowledges that Purchasers are entering into this Agreement with Sellers in reliance on Sellers’ understanding and agreement that Purchasers are privy to material non- public information regarding Pubco and its subsidiaries (collectively, the “Non-Public Information”), which Non-Public Information may be material to reasonable investors, such as Sellers, when making investment decisions, including the decision to enter into this Agreement and to accept the Stock Consideration. Sellers’ decision to enter into this Agreement is being made with full recognition and acknowledgment that Purchasers are privy to Non-Public Information that may not have been provided to Sellers. Each Seller hereby waives any claim, or potential claim, that such Seller has or may have against Purchasers relating to Purchasers’ possession of Non-Public Information. No Seller has relied on any representations or warranties of any person or entity (including Pubco) in determining to accept the Stock Consideration as consideration under this Agreement. (d) The Stock Consideration was not offered or sold to any Seller by any form of general solicitation or general advertising, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or telecommunications, including electronic display and the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (e) Each Seller is acquiring the Stock Consideration solely for its own account for investment purposes and not with a view toward, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. Each Seller acknowledges that the ...