Economic Risk; Sophistication; Accredited Investors. The Share Consideration is being acquired by Seller solely for the Seller’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Seller is able to bear the economic risk of an investment in the Share Consideration and can afford to sustain a total loss of such investment. The Seller has such knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the Share Consideration and therefore has the capacity to protect the Seller’s own interests in connection with the Seller’s acquisition of the Share Consideration pursuant hereto. The Seller is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Seller or its representative have had an adequate opportunity to ask questions and receive answers from the officers of the Buyer concerning, among other matters, Viking, its management, their plans for the operation of their businesses and potential additional acquisitions. The Seller acknowledges that the Seller and its representative have obtained copies of Viking’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”), each of Viking’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC subsequent to the most recent Annual Report on Form 10-K, and represents that the Seller has had an adequate opportunity to carefully review such materials and any other information concerning Viking that the Seller deems necessary or appropriate to evaluate the merits and risks of the proposed Share Consideration. The Seller acknowledges that the Share Consideration being acquired by the Seller were not offered to the Seller by means of publicly disseminated advertisements or sales literature. The investigations and inquiries made by or on behalf of the Buyer and the information, materials and documents supplied to the Buyer its representatives in connection with their review of the Acquired Companies and the Plant shall not (and were not intended to) limit or affect the representations and warranties of the Seller or relieve it from any of their respective obligations and liabilities in respect thereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.)
Economic Risk; Sophistication; Accredited Investors. The Share Consideration is Subject to the terms and conditions of this Agreement, the Common Shares are being acquired by Seller each Sellers solely for the Sellersuch Sellers’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Seller Subject to the terms and conditions of this Agreement, each Sellers is able to bear the economic risk of an investment in the Share Consideration Common Shares and can afford to sustain a total loss of such investment. The Seller Each Sellers has such knowledge and experience in financial and business matters such that the Seller such Sellers is capable of evaluating the merits and risks of the Share Consideration Common Shares and, subject to the terms and conditions of this Agreement, therefore has the capacity to protect the SellerSellers’s own interests in connection with the SellerSellers’s acquisition of the Share Consideration Common Shares pursuant hereto. The Seller Each Sellers is an “accredited investor,” as that term is defined in Rule 501(a50l(a) of Regulation D under the Securities Act of 1933. The Seller Each Sellers or its representative have had an adequate opportunity to ask questions and receive answers from the officers of the Buyer concerning, among other matters, VikingXCF, its management, their plans for the operation of their businesses and potential additional acquisitions. The Seller acknowledges that the Seller and its representative have obtained copies of Viking’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”), each of Viking’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC subsequent to the most recent Annual Report on Form 10-K, and Each Sellers represents that the Seller such Sellers has had an adequate opportunity to carefully review such materials and any other all information concerning Viking XCF that the Seller Sellers deems necessary or appropriate to evaluate the merits and risks of the proposed Share ConsiderationCommon Shares. The Seller Each Sellers acknowledges that the Share Consideration Common Shares being acquired by the Seller Sellers were not offered to the Seller Sellers by means of publicly disseminated advertisements or sales literature. The investigations and inquiries made by or on behalf of the Buyer and the information, materials and documents supplied to the Buyer its representatives in connection with their review of the Acquired Companies New Rise SAF and the Plant Property shall not (and were not intended to) limit or affect the representations and warranties of the Seller Sellers or relieve it them from any of their respective obligations and liabilities in respect thereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)
Economic Risk; Sophistication; Accredited Investors. The Share Consideration is Subject to the terms and conditions of this Agreement, the Note and the Underlying Securities are being acquired by Seller solely for the Seller’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Subject to the terms and conditions of this Agreement, the Seller is able to bear the economic risk of an investment in the Share Consideration Note and the Underlying Securities and can afford to sustain a total loss of such investment. The Seller has such knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the Share Consideration Note and the Underlying Securities and, subject to the terms and conditions of this Agreement, therefore has the capacity to protect the Seller’s own interests in connection with the Seller’s acquisition of the Share Consideration Note and the Underlying Securities pursuant hereto. The Seller is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Seller or its representative have had an adequate opportunity to ask questions and receive answers from the officers of the Buyer concerning, among other matters, VikingCamber, its management, their plans for the operation of their businesses and potential additional acquisitions. The Seller acknowledges that the Seller and its representative have obtained copies of VikingCamber’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”), each of VikingCamber’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC subsequent to the most recent Annual Report on Form 10-K, and represents that the Seller has had an adequate opportunity to carefully review such materials and any other information concerning Viking Camber that the Seller deems necessary or appropriate to evaluate the merits and risks of the proposed Share ConsiderationNote and the Underlying Securities. The Seller acknowledges that the Share Consideration Note and the Underlying Securities being acquired by the Seller were not offered to the Seller by means of publicly disseminated advertisements or sales literature. The investigations and inquiries made by or on behalf of the Buyer and the information, materials and documents supplied to the Buyer its representatives in connection with their review of the Acquired Companies and the Plant shall not (and were not intended to) limit or affect the representations and warranties of the Seller or relieve it from any of their respective obligations and liabilities in respect thereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Camber Energy, Inc.)
Economic Risk; Sophistication; Accredited Investors. Each Partner represents and warrants to the Purchasers and Quanta that as of the Closing Date and the Earnout Payment Date, if shares of Quanta Common Stock are then issued:
(a) The Share Consideration is Restricted Shares are being or will be acquired by Seller such Partner solely for the Sellersuch Partner’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Seller ;
(b) Such Partner is able to bear the economic risk of an investment in the Share Consideration Restricted Shares and can afford to sustain a total loss of such investment. The Seller ;
(c) Such Partner has such knowledge and experience in financial and business matters such that the Seller such Partner is capable of evaluating the merits and risks of the Share Consideration proposed investment and therefore has the capacity to protect the Sellersuch Partner’s own interests in connection with the Seller’s acquisition of the Share Consideration Restricted Shares pursuant hereto. The Seller ;
(d) Such Partner is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Seller Act;
(e) Such Partner or its such Partner’s representative have has had an adequate opportunity to ask questions and receive answers from the officers of the Buyer Purchasers and Quanta concerning, among other matters, Vikingthe Purchaser, its Quanta, their respective management, their plans for the operation of their businesses and potential additional acquisitions. The Seller ;
(f) Such Partner acknowledges that the Seller and its such Partner or such Partner’s representative have has obtained copies of VikingQuanta’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission SEC (the “SECMost Recent Annual Report”), Quanta’s Proxy Statement for its most recent Annual Meeting of Shareholders as filed with the SEC, and each of VikingQuanta’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC subsequent to since the most recent filing of Quanta’s Most Recent Annual Report on Form 10-KReport, and represents that the Seller such Partner has had an adequate opportunity to carefully review such materials and any other information concerning Viking Quanta that the Seller such Partner deems necessary or appropriate to evaluate the merits and risks of the proposed Share Consideration. The Seller investment in Quanta Common Stock contemplated herein; and
(g) Such Partner acknowledges that the Share Consideration Restricted Shares being acquired by the Seller such Partner were not offered to the Seller such him or it by means of publicly disseminated advertisements or sales literature. The investigations and inquiries , nor is such Partner aware of any offers made to any other Partner by or on behalf of the Buyer and the information, materials and documents supplied to the Buyer its representatives in connection with their review of the Acquired Companies and the Plant shall not (and were not intended to) limit or affect the representations and warranties of the Seller or relieve it from any of their respective obligations and liabilities in respect thereofsuch means.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quanta Services Inc)
Economic Risk; Sophistication; Accredited Investors. The Share Consideration is Subject to the terms and conditions of this Agreement, the Note and the Underlying Securities are being acquired by Seller solely for the Seller’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Subject to the terms and conditions of this Agreement, the Seller is able to bear the economic risk of an investment in the Share Consideration Note and the Underlying Securities and can afford to sustain a total loss of such investment. The Seller has such knowledge and experience in financial and business matters such that the Seller is capable of evaluating the merits and risks of the Share Consideration Note and the Underlying Securities and, subject to the terms and conditions of this Agreement, therefore has the capacity to protect the Seller’s own interests in connection with the Seller’s acquisition of the Share Consideration Note and the Underlying Securities pursuant hereto. The Seller is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Seller or its representative have had an adequate opportunity to ask questions and receive answers from the officers of the Buyer concerning, among other matters, VikingXCF, its management, their plans for the operation of their businesses and potential additional acquisitions. The Seller acknowledges that the Seller and its representative have obtained copies of Viking’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”), each of Viking’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC subsequent to the most recent Annual Report on Form 10-K, and represents that the Seller has had an adequate opportunity to carefully review such materials and any other all information concerning Viking XCF that the Seller deems necessary or appropriate to evaluate the merits and risks of the proposed Share ConsiderationNote and the Underlying Securities. The Seller acknowledges that the Share Consideration Note and the Underlying Securities being acquired by the Seller were not offered to the Seller by means of publicly disseminated advertisements or sales literature. The investigations and inquiries made by or on behalf of the Buyer and the information, materials and documents supplied to the Buyer its representatives in connection with their review of the Acquired Companies and the Plant shall not (and were not intended to) limit or affect the representations and warranties of the Seller or relieve it from any of their respective obligations and liabilities in respect thereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)
Economic Risk; Sophistication; Accredited Investors. Each Partner represents and warrants to the Purchasers and Quanta that as of the Closing Date and the Earnout Payment Date, if shares of Quanta Common Stock are then issued: (a) The Share Consideration is Restricted Shares are being or will be acquired by Seller such Partner solely for the Sellersuch Partner’s own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them in connection with a distribution. The Seller ; (b) Such Partner is able to bear the economic risk of an investment in the Share Consideration Restricted Shares and can afford to sustain a total loss of such investment. The Seller ; (c) Such Partner has such knowledge and experience in financial and business matters such that the Seller such Partner is capable of evaluating the merits and risks of the Share Consideration proposed investment and therefore has the capacity to protect the Sellersuch Partner’s own interests in connection with the Seller’s acquisition of the Share Consideration Restricted Shares pursuant hereto. The Seller ; (d) Such Partner is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Seller Act; (e) Such Partner or its such Partner’s representative have has had an adequate opportunity to ask questions and receive answers from the officers of the Buyer Purchasers and Quanta concerning, among other matters, Vikingthe Purchaser, its Quanta, their respective management, their plans for the operation of their businesses and potential additional acquisitions. The Seller ; (f) Such Partner acknowledges that the Seller and its such Partner or such Partner’s representative have has obtained copies of VikingQuanta’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission SEC (the “SECMost Recent Annual Report”), Quanta’s Proxy Statement for its most recent Annual Meeting of Shareholders as filed with the SEC, and each of VikingQuanta’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with or furnished to the SEC subsequent to since the most recent filing of Quanta’s Most Recent Annual Report on Form 10-KReport, and represents that the Seller such Partner has had an adequate opportunity to carefully review such materials and any other information concerning Viking Quanta that the Seller such Partner deems necessary or appropriate to evaluate the merits and risks of the proposed Share Consideration. The Seller investment in Quanta Common Stock contemplated herein; and (g) Such Partner acknowledges that the Share Consideration Restricted Shares being acquired by the Seller such Partner were not offered to the Seller such him or it by means of publicly disseminated advertisements or sales literature. The investigations and inquiries , nor is such Partner aware of any offers made to any other Partner by or on behalf of the Buyer and the information, materials and documents supplied to the Buyer its representatives in connection with their review of the Acquired Companies and the Plant shall not (and were not intended to) limit or affect the representations and warranties of the Seller or relieve it from any of their respective obligations and liabilities in respect thereofsuch means.
Appears in 1 contract
Samples: Securities Purchase Agreement