Certain Securities Matters. No sale of LP Units is intended by the parties by virtue of their execution of this Agreement. Any sale of LP Units referred to in this Agreement will occur, if at all, upon the Closing.
Certain Securities Matters. Each of the Loan Parties acknowledges and agrees that none of the Secured Parties or holders of the Securities has been asked to agree, nor has any Secured Party agreed, to desist from purchasing or selling, long and/or short, Stock or other securities of the Borrower, or “derivative” securities or Stock based on Stock or other securities issued by the Borrower or to hold the Securities for any specified term; and no Secured Party nor holder of Securities shall be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction. Each of the Loan Parties further acknowledges and agrees that (a) one or more Secured Parties or holders of Securities may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, (b) such hedging and/or trading activities, if any, can reduce the value of the Common Shares or other Stock held by the existing holders of Common Shares or other Stock of the Borrower, both at and after the time the hedging and/or trading activities are being conducted; (c) any such hedging and/or trading activities shall not constitute a breach of any Facility Document or affect any of the rights of any Secured Party or holder of Securities under any Facility Document; (d) the issuance of any Conversion Shares may result in dilution of the outstanding Common Shares, which dilution may be substantial under certain market conditions; and (e) the Obligations, including the Borrower’s obligation to issue the Conversion Shares upon conversion of the Convertible Notes, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim any Loan Party may have against any of the Secured Parties and regardless of the dilutive effect that such issuance may have on the ownership of the other shareholders of the Borrower.
Certain Securities Matters. In reliance upon the Buyer’s representations and warranties in this Agreement (including Appendix A to this Agreement), neither the offering nor the sale of the Securities has been registered under the Act or any state securities laws or regulations. The Buyer was not offered or sold the Securities, directly or indirectly, by means of any form of general solicitation or general advertising, including the following: (i) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio; or (ii) to the knowledge of the Buyer, any seminar or meeting whose attendees had been invited by any general advertising. There is no public market for the Securities and Seller is under no obligation to register the Securities on the Buyer’s behalf or to assist the Buyer in complying with any exemption from registration (other than as set forth in the Registration Rights Agreement). The Buyer has not received or been provided with a prospectus, offering memorandum or sales or advertising literature and the Buyer’s decision to purchase the Securities was not based upon and the Buyer has not relied upon any verbal or written representations as to fact made by Seller or any other person (other than those representations and warranties set forth in Article 3 of this Agreement) but that the Buyer’s decision was based upon the information about Seller that is publicly available.
Certain Securities Matters. No sale of units in the UPREIT is intended by the parties by virtue of their execution of this Agreement. Any sale of units in the UPREIT referred to in this Agreement will occur, if at all, upon Closing.
Certain Securities Matters. No sale of Units is intended by the parties by virtue of their execution of this Agreement. Any sale of Units referred to in this Agreement will occur, if at all, upon the Closing.
Certain Securities Matters. (a) It has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof;
Certain Securities Matters. 5 Section 3.3 Brokers..................................................6
Certain Securities Matters. No sale of Shares is intended by the parties by virtue of their execution of this Agreement.
Certain Securities Matters. In reliance upon the Buyer’s representations and warranties in this Agreement, neither the offering nor the sale of the Units has been registered under the Act or any state securities laws or regulations. The Buyer was not offered or sold the Securities, directly or indirectly, by means of any form of general solicitation or general advertising, including the following: (i) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio; or (ii) to the knowledge of the Buyer, any seminar or meeting whose attendees had been invited by any general advertising. The Buyer has not received or been provided with a prospectus, offering memorandum or sales or advertising literature and the Buyer’s decision to purchase the Securities was not based upon and the Buyer has not relied upon any verbal or written representations as to fact made by Seller or any other person but that the Buyer’s decision was based upon the information about Seller that is publicly available.
Certain Securities Matters. To the Knowledge of the Seller, each Broker that places or sells products of the Company or any Transferred Subsidiary (a) is registered as a broker-dealer with the SEC, state regulators and/or any foreign Governmental Authority regulating broker-dealers in the jurisdiction in which such Broker operates, as applicable, in each jurisdiction in which such registration is required, and (b) is a member in good standing of The Financial Industry Regulatory Authority (“FINRA”) or any self-regulatory organizations in which its membership is required in order to conduct its business as now conducted. To the Knowledge of the Seller, since January 1, 2007, each such Broker has timely filed all registrations, declarations, reports, notices, forms or other filings required to be filed with the SEC, FINRA or any other Governmental Authority, and all such filings were in compliance in all material respects with applicable Law and all fees and assessments due and payable in connection therewith have been paid. To the Knowledge of the Seller, no Action is pending or has been threatened against any such Broker that could lead to the revocation, amendment, failure to renew, material limitation, suspension or material restriction of any such license or registration.
