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;
(b) It has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management;
(c) The Convertible Notes and the Warrants being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws;
(d) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect;
(e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale;
(f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, that suc...
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. 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. 5.1 The Trust Shares sold and issued to Xxxxxx by the issuing Corporations shall not be registered and/or qualified under Federal or state securities laws and shall be sold and issued pursuant to applicable exemptions from such registration or qualification including under the "private placement" exemption from such registration/qualifications; and, as such, the Trust Shares are understood and shall be treated for all purposes as "restricted securities" as that term is generally understood under applicable securities laws. The certificates representing the Trust Shares shall contain a customary legend restricting the sale and transfer thereof except under applicable securities laws (see Exhibit A hereto); and the Corporations shall place or cause to be placed and implemented customary "stop transfer" instructions in respect of such Trust Shares and the certificates therefor.
5.2 Xxxxxx shall provide the respective Corporations with such further written assurances as such Corporations or their counsel shall request in connection with the sale/issuance of the Trust Shares to Xxxxxx, and by Xxxxxx to recipients thereof, in respect of such securities exemption and related matters.
5.3 Xxxxxx shall exercise reasonable judgment in determining if and when to sell and transfer any of the Trust Shares to any recipients thereof so as not to violate any securities laws pertaining to the registration and/or qualification of any such Trust Shares applicable to the sale and transfer of such Shares by Xxxxxx to any recipient thereof.
Certain Securities Matters. 5 Section 3.3 Brokers. ..................................................... 6
Certain Securities Matters. 84 US_153737865v8 Annexes Annex A Convertible Loan Amount Schedules Schedule 2.3 Closing Date Lenders, Wire Instructions and Notice Information Schedule 3.8 Ownership of Real Estate and Personal Property Schedule 3.17 Borrower’s Subsidiaries Schedule 3.18 Stock Schedule 3.19 Material Agreements Schedule 3.20 Use of Proceeds; Margin Stock Schedule 3.21 Environmental Matters Schedule 3.23 Labor Relations Schedule 3.24 Jurisdictions of Organization; Chief Executive Office Schedule 3.25 Deposit and Other Accounts Schedule 3.28(l) Transaction Related Information Schedule 6.23 Post-Closing Obligations Schedule 7.3(a) Existing Liens Schedule 7.5(a) Existing Indebtedness Schedule 7.6(f) Existing Investments Exhibits Exhibit A Form of Note Exhibit B-1 Form of Closing Date Perfection Certificate Exhibit B-2 Form of Perfection Certificate (Post-Closing Date) Exhibit C Form of Warrant Exhibit D Closing Checklist Exhibit E Form of Registration Rights Agreement Exhibit F Form of Compliance Certificate Exhibit G Form of Assignment and Assumption Exhibit H Form of Solvency Certificate
Certain Securities Matters. None of the Transferred Companies is required to be licensed as an investment adviser, as such term is defined in Section 202(a)(11) of the Investment Advisers Act, or as a broker or dealer as such terms are defined in Section 3(a) of the Exchange Act.
Certain Securities Matters. No sale of Shares is intended by the parties by virtue of their execution of this Agreement.
