Common use of Deemed Representations and Acknowledgements Clause in Contracts

Deemed Representations and Acknowledgements. Any Eligible Offeree that participates in the Rights Offering is deemed to have made the following agreements, representations and acknowledgements: Such Eligible Offeree: (i) recognizes and understands that the Rights are not transferable except in accordance with the procedures set forth in Section V.D below, and that the benefits of the Rights are not separable from the claim or securities with respect to which the Rights have been granted; (ii) represents and warrants that it will not accept a distribution of New Second Lien Convertible Notes if at such time, it does not hold an Allowed Senior Secured Notes Claim or an Allowed Unsecured Notes Claim and, by accepting a distribution of New Second Lien Convertible Notes, such Eligible Offeree will be deemed to represent and warrant that it is the holder thereof; (iii) represents and warrants that it is an Accredited Investor and otherwise an Eligible Offeree; and (iv) agrees and acknowledges that, by subscribing to purchase the New Second Lien Convertible Notes, it has voted, or will vote simultaneously with the exercise of its Rights, in favor of, and will not object to, the Plan.