Economic Risk and Suitability. Subscriber represents and warrants as follows: (a) Subscriber is acquiring the Common Shares for his, her or its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. Subscriber is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Subscriber understands that the Common Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Subscriber’s representations as expressed herein. (b) Subscriber recognizes that there is no assurance of future profitable operations and that investment in the Company involves substantial risks, and that the Subscriber has taken full cognizance of and understands all of the risk factors related to the purchase of the Common Shares. (c) Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber’s professional legal, tax and financial advisors the suitability of an investment in the Company for the particular tax and financial situation of Subscriber and that Subscriber and/or Subscriber’s advisors have determined that the Common Shares are a suitable investment for Subscriber. (d) The financial condition and investment of Subscriber is such that it is in a financial position to bear the economic risk of, and withstand a complete loss of, the entire investment. (e) Subscriber alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of Subscriber’s purchase of the Common Shares or has a pre-existing personal or business relationship with the Company or any of its officers, directors, or controlling persons of a duration and nature that enables the Subscriber to be aware of the character, business acumen and general business and financial circumstances of the Company. (f) Subscriber has carefully read the Disclosure Documents and the Company has made available to Subscriber or its advisors all information and documents requested by Subscriber relating to investment in the Common Shares, and has provided answers to Subscriber’s satisfaction to all of its questions concerning the Company and the Offering. (g) Subscriber has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the Subscriber and/or its purchaser representatives, if any, in making the decision to purchase the Common Shares and acknowledges that no representations or agreements other than those set forth in the Disclosure Documents have been made to the Subscriber in respect thereto. (h) All information which the Subscriber has provided concerning itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the acceptance of this subscription for the Common Shares, it will immediately provide such information to the Company. (i) The Subscriber acknowledges that hedging transactions involving the Common Shares may not be conducted unless in compliance with the Securities Act and all applicable securities laws, rules and regulation. (j) The Subscriber acknowledges there may be material tax consequences to the Subscriber of an acquisition or disposition of the Common Shares. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of such securities. (k) The Subscriber acknowledges that a broker fee of eight percent (8%) of the funds received will be paid to Clear Channel Inc. (l) Subscriber resides at the address indicated below.
Appears in 2 contracts
Samples: Subscription Agreement (O2diesel Corp), Subscription Agreement (O2diesel Corp)
Economic Risk and Suitability. Subscriber represents and warrants as follows:
(a) Subscriber realizes that Subscriber's purchase of the Subscription Receipts involves a high degree of risk and will be a highly speculative investment, and that he, she or it is acquiring able, without impairing Subscriber's financial condition, to hold the Subscription Receipts an underlying Common Shares and Warrants for his, her or its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention an indefinite period of distributing or selling the same; and Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. Subscriber is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Subscriber understands that the Common Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Subscriber’s representations as expressed hereintime.
(b) Subscriber recognizes that there is no assurance of future profitable operations and that investment in the Company involves substantial risks, and that the Subscriber has taken full cognizance of and understands all of the risk factors related to the purchase of the Common Shares.
(c) Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber’s professional legal, tax and financial advisors the suitability of an investment in the Company for the particular tax and financial situation of Subscriber and that Subscriber and/or Subscriber’s advisors have determined that the Common Shares are a suitable investment for Subscriber.
(d) The financial condition and investment of Subscriber is such that it is in a financial position to bear the economic risk of, and withstand a complete loss of, the entire investment.
(e) Subscriber alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of Subscriber’s 's purchase of the Common Shares Subscription Receipts, or has a pre-existing personal or business relationship with the Company Corporation or any of its officers, directors, or controlling persons persons, of a duration and nature that enables the Subscriber undersigned to be aware of the character, business acumen and general business and financial circumstances of the CompanyCorporation or such other person.
(fc) If Subscriber has carefully read is a partnership, trust, corporation or other entity, its principal place of business and principal office are located within the Disclosure Documents and the Company has made available to Subscriber or state set forth in its advisors all information and documents requested by Subscriber relating to investment in the Common Shares, and has provided answers to Subscriber’s satisfaction to all of its questions concerning the Company and the Offeringaddress below.
(gd) Subscriber has relied solely upon the Disclosure Documentsdocuments and materials submitted therewith, advice of his or her representatives, if any, and independent investigations made by the Subscriber and/or its purchaser his or her Subscriber representatives, if any, in making the decision to purchase the Common Shares Subscription Receipts subscribed for herein and acknowledges that no representations or agreements other than those set forth in the Disclosure Documents have been made to the Subscriber in respect thereto.
(he) All information which the Subscriber confirms that Subscriber has provided concerning itself is correct received no general solicitation or general advertisement and complete as has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding the offering of the date set forth below, and if there should be any material change in such information prior to the acceptance of this subscription for the Common Shares, it will immediately provide such information to the CompanySubscription Receipts.
(i) The Subscriber acknowledges that hedging transactions involving the Common Shares may not be conducted unless in compliance with the Securities Act and all applicable securities laws, rules and regulation.
(j) The Subscriber acknowledges there may be material tax consequences to the Subscriber of an acquisition or disposition of the Common Shares. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of such securities.
(k) The Subscriber acknowledges that a broker fee of eight percent (8%) of the funds received will be paid to Clear Channel Inc.
(l) Subscriber resides at the address indicated below.
Appears in 1 contract
Samples: Subscription Agreement (Pacific Energy Resources LTD)
Economic Risk and Suitability. Subscriber represents and warrants as follows:
(a) Subscriber realizes that Subscriber's purchase of the Subscription Receipts involves a high degree of risk and will be a highly speculative investment, and that he, she or it is acquiring able, without impairing Subscriber's financial condition, to hold the Subscription Receipts and underlying Common Shares and Warrants for his, her or its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention an indefinite period of distributing or selling the same; and Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. Subscriber is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Subscriber understands that the Common Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Subscriber’s representations as expressed hereintime.
(b) Subscriber recognizes that there is no assurance of future profitable operations and that investment in the Company involves substantial risks, and that the Subscriber has taken full cognizance of and understands all of the risk factors related to the purchase of the Common Shares.
(c) Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber’s professional legal, tax and financial advisors the suitability of an investment in the Company for the particular tax and financial situation of Subscriber and that Subscriber and/or Subscriber’s advisors have determined that the Common Shares are a suitable investment for Subscriber.
(d) The financial condition and investment of Subscriber is such that it is in a financial position to bear the economic risk of, and withstand a complete loss of, the entire investment.
(e) Subscriber alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of Subscriber’s 's purchase of the Common Shares Subscription Receipts, or has a pre-existing personal or business relationship with the Company Corporation or any of its officers, directors, or controlling persons persons, of a duration and nature that enables the Subscriber undersigned to be aware of the character, business acumen and general business and financial circumstances of the CompanyCorporation or such other person.
(fc) If Subscriber has carefully read is a partnership, trust, corporation or other entity, its principal place of business and principal office are located within the Disclosure Documents and the Company has made available to Subscriber or state set forth in its advisors all information and documents requested by Subscriber relating to investment in the Common Shares, and has provided answers to Subscriber’s satisfaction to all of its questions concerning the Company and the Offeringaddress below.
(gd) Subscriber has relied solely upon the Disclosure Documentsdocuments and materials submitted therewith, advice of his or her representatives, if any, and independent investigations made by the Subscriber and/or its purchaser his or her Subscriber representatives, if any, in making the decision to purchase the Common Shares Subscription Receipts subscribed for herein and acknowledges that no representations or agreements other than those set forth in the Disclosure Documents have been made to the Subscriber in respect thereto.
(he) All information which the Subscriber confirms that Subscriber has provided concerning itself is correct received no general solicitation or general advertisement and complete as has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding the offering of the date set forth below, and if there should be any material change in such information prior to the acceptance of this subscription for the Common Shares, it will immediately provide such information to the CompanySubscription Receipts.
(i) The Subscriber acknowledges that hedging transactions involving the Common Shares may not be conducted unless in compliance with the Securities Act and all applicable securities laws, rules and regulation.
(j) The Subscriber acknowledges there may be material tax consequences to the Subscriber of an acquisition or disposition of the Common Shares. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of such securities.
(k) The Subscriber acknowledges that a broker fee of eight percent (8%) of the funds received will be paid to Clear Channel Inc.
(l) Subscriber resides at the address indicated below.
Appears in 1 contract
Samples: Subscription Agreement (Pacific Energy Resources LTD)
Economic Risk and Suitability. Subscriber The Purchaser represents and warrants as follows:
(a) Subscriber is acquiring the Common Shares for his, her or The Purchaser realizes that its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. Subscriber is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Subscriber understands that the Common Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions purchase of the Securities Actinvolves a high degree of risk and will be a highly speculative investment, and that it is able, without impairing its financial condition, to hold the availability Securities for an indefinite period of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Subscriber’s representations as expressed hereintime.
(b) Subscriber recognizes that there is no assurance of future profitable operations and that investment in the Company involves substantial risks, and that the Subscriber has taken full cognizance of and understands all of the risk factors related to the purchase of the Common Shares.
(c) Subscriber The Purchaser has carefully considered and has, to the extent Subscriber it believes such discussion necessary, discussed with Subscriber’s its professional legal, tax tax, and financial advisors the suitability of an investment in the Company for the particular tax and financial situation of Subscriber the Purchaser and that Subscriber the Purchaser and/or Subscriber’s its advisors have determined that the Common Shares Securities are a suitable investment for Subscriberthe Purchaser.
(dc) The financial condition and investment of Subscriber is the Purchaser are such that it is in a financial position to hold the Securities for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the entire investmentpurchase price.
(ed) Subscriber The Purchaser alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned it is capable of evaluating the merits and risks of Subscriber’s its purchase of the Common Shares Securities, or has a pre-existing personal or business relationship with the Company or any of its officers, directors, or controlling persons of a duration and nature that enables the Subscriber it to be aware of the character, business acumen acumen, and general business and financial circumstances of the CompanyCompany or that other person.
(fe) Subscriber The Purchaser has carefully read the Disclosure Documents and the documents and materials submitted therewith, and the Company has made available to Subscriber the Purchaser or its advisors all information and documents requested by Subscriber the Purchaser relating to investment in the Common SharesSecurities, and has provided answers to Subscriber’s the Purchaser's satisfaction to all of its the Purchaser's questions concerning the Company and the Offering.
(g) Subscriber has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the Subscriber and/or its purchaser representatives, if any, in making the decision to purchase the Common Shares and acknowledges that no representations or agreements other than those set forth in the Disclosure Documents have been made to the Subscriber in respect thereto.
(h) All information which the Subscriber has provided concerning itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the acceptance of this subscription for the Common Shares, it will immediately provide such information to the Company.
(if) The Subscriber acknowledges that hedging transactions involving If the Common Shares may Purchaser is a partnership, trust, corporation, or other entity: (1) it was not be conducted unless in compliance with organized for the purpose of acquiring the Securities Act and (or all applicable securities laws, rules and regulation.
(j) The Subscriber acknowledges there may be material tax consequences to the Subscriber of an acquisition or disposition of the Common Shares. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of such securities.
(k) The Subscriber acknowledges that a broker fee of eight percent (8%) of the funds received will be paid to Clear Channel Inc.
(l) Subscriber resides at the address indicated below.its equity owners are "accredited
Appears in 1 contract