Evidence of Compliance with Private Offering Exemption. Each of the parties hereto, severally and not jointly, hereby represents and warrants that he, she, or it, either individually or together with his, her, or its representative, has such knowledge and experience in business and financial matters that he, she, or it is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares would not be material when compared with his, her, or its total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, any party hereto shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. The Purchaser and the Private Company shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.
Evidence of Compliance with Private Offering Exemption. Each of the parties hereto, severally and not jointly, hereby represents and warrants that he, she, or it, either individually or together with his, her, or its representative, has such knowledge and experience in business and financial matters that he, she, or it is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares would not be material when compared with his, her, or its total financial capacity. Each of the Shareholders hereby acknowledges receipt of the following documents pertaining to IIBM and this transaction: IIBM's Articles, current bylaws, and tax returns for the years ended December 31, 1996 and 1997. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, any party hereto shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. IIBM and Imagenetix shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate.
Evidence of Compliance with Private Offering Exemption. Each of the Shareholders, severally and not jointly, agrees to supply the Purchaser with evidence of the financial sophistication of the Shareholder or evidence of appointment of a sophisticated investment representative and such other items as counsel for the Purchaser may require in order to evidence the private offering character of the distribution of shares made pursuant to the Agreement.
Evidence of Compliance with Private Offering Exemption. Each Shareholder represents and warrants that (i) Shareholder is at least 21 years of age; (ii) Shareholder is a United States citizen; (iii) Shareholder has adequate means of providing for Shareholder's current needs and personal contingencies; (iv) Shareholder has no need for liquidity in Shareholder's investments; (v) Shareholder maintains his or her principal residence at the address shown in Schedule A; and (vi) all investments in and commitments to non-liquid investments are, and after the purchase of Purchaser Shares will be, reasonable in relation to Shareholder's net worth and current needs. The Shareholders represent that they have each received adequate information about the business and history of the Purchaser and the financial statements of the Purchaser, and all other documents and disclosures required or requested by Shareholders. Unless otherwise designated to the Purchaser, the Shareholders represent that they have such knowledge of finance, securities, and investments, generally, to evaluate the risks of the transaction set forth in this Agreement, and that the financial capacity of the Shareholder is of such proportion that the total cost of each Shareholder's commitment in the shares would not be material when compared with the total financial capacity of each. Each Shareholder understand that he/she must bear the economic risk of the investment for an indefinite period of time because the shares to be issued by the Purchaser hereunder have not been registered under applicable securities laws and therefore cannot be sold unless they are subsequently registered under such securities laws or an exemption from such registration is available; that each certificate will bear a restrictive legend to the effect that the shares have not been registered under securities laws and are therefore restricted on transferability and sale of such shares; and that stop transfer instructions will be placed upon such shares with the transfer agent of the Purchaser concerning such restrictions.
Evidence of Compliance with Private Offering Exemption. Each of the Shareholders and Option Holders hereby represents and warrants that he/she, either individually or together with his/her representative, has such knowledge and experience in business and financial matters that he/she is capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of such party is of such proportion that the total cost of such person's commitment in the shares/options would not be material when compared with his/her total financial capacity. Upon the written request of the issuer of the securities issued or transferred pursuant to this Agreement, and upon exercise of any option, the Shareholder/Option Holder shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. TUGBOAT, TAC and MIDNET shall each file, with the assistance of the other and its respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by each of them to be necessary or appropriate in an effort to document reliance on such exemptions, unless an exemption requiring no filing is available in the particular jurisdiction, all to the extent and in the manner as may be deemed by such parties to be appropriate. The signature of each MIDNET shareholder and Option Holder is set forth on the attached page(s), which may be signed in counterpart. The signature of each Shareholder further constitutes a consent resolution by the MIDNET Shareholders, pursuant to NRS 78.320, approving the merger, as proposed in the Agreement. Any Shareholder who does not approve the merger and agree to exchange his/her shares, as provided in the Agreement, may exercise dissenter's rights, as set forth in NRS Ch. 92A, and obtain payment for his/her shares, all pursuant to the protocol set forth in NRS 92A.380-92A.500. A copy of the Nevada statutes in this regard (NRS 92A.300-500) are being separately provided to each Shareholder. END OF EXHIBIT "A" EXHIBIT A SIGNATURES OF SELLING SHAREHOLDERS AND OPTION HOLDERS Number of MIDNET Shares/Options Owned by Selling Name of Shareholder/Option Selling Shareholder Consent/Dissent (1) Holder Signature ------------------- ------------------- ------ --------- Common Ruedi Aschwanden Consent 2,000,000 /x/ X. Xxxxxxxxen Tilo Kunz Consent 2,000,000 /x/ Xxxx Kunz Peter Fentiman Consent 2,000,000 /x/ Xxxxx Xxxtiman Louis Kish Consent 00,000 /x/ Xxxxx Kish Cathie Stewart Consent 1,000 /x/ ...
Evidence of Compliance with Private Offering Exemption. The Company agrees to supply the Purchaser with evidence of its financial sophistication, or evidence of appointment of a sophisticated investment representative, and any other items which counsel for the Purchaser may require in order to evidence the private offering character of the distribution of shares made pursuant to this Agreement.
Evidence of Compliance with Private Offering Exemption. The Shareholders agree to supply the Acquiror with evidence of the financial sophistication of the Shareholders or evidence of appointment of a sophisticated investment representative and such other items as counsel for the Acquiror may require in order to evidence the private offering character of the conversion of the Company Common Stock for Acquiror Common Stock, pursuant to this Agreement. Unless otherwise designated to the Acquiror, each Shareholder represents that he has such knowledge of finance, securities, and investments, generally, to evaluate the risks of the transaction set forth in this Agreement, and that the financial capacity of such Shareholder is of such proportion that the total cost of such Shareholder's commitment in such Acquiror Common Stock would not be material when compared with his total financial capacity. Each Shareholder understands that he must bear the economic risk of the investment for an indefinite period of time because Acquiror Common Stock to be received by each Shareholder on conversion of the Shareholder's Company Common Stock have not been registered under applicable securities laws and therefore cannot be sold, except pursuant to the Put Option Agreement unless they are subsequently registered under such securities laws or an exemption from such registration is available; that each certificate will bear a restrictive legend to the effect that the shares have not been registered under securities laws and are therefore restricted on transferability and sale of such shares, except for the shares of Acquiror Common Stock sold by Shareholders pursuant to the Put Option Agreement; and that, with the exception of the shares subject to the Put Option Agreement, stop transfer instructions will be placed upon such shares with the transfer agent of the Acquiror concerning such restrictions.
Evidence of Compliance with Private Offering Exemption. The Consultant represents and warrants that he, either individually or together with his purchaser representative, has such knowledge and experience in business and financial matters that he is capable of evaluating the risks of the prospective investment, and that the financial capacity of the Consultant is of such proportion that the total cost of the Consultant’s commitment in the Settlement Shares would not be material when compared with his total financial capacity. The Consultant has adequate means of providing for current needs and personal contingencies and has no need to sell the Settlement Shares in the foreseeable future.
Evidence of Compliance with Private Offering Exemption. Each of the Shareholders represents to ABR that he or she or his or her representative has the financial sophistication to assess the merits and risks of the transaction contemplated hereby and agrees to supply ABR with such items as counsel for ABR may require in order to evidence the private offering character of the distribution of the ABR Shares made pursuant to this Agreement.
Evidence of Compliance with Private Offering Exemption. Shareholder agree to supply JDI with evidence of the financial sophistication of the shareholder, or evidence of appointment of a sophisticated investment representative, and any other items which counsel for JDI may require in order to evidence the private offering character of the distribution of shares made pursuant to this agreement.
