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 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. The Stockholder agrees to supply the Company with such evidence as counsel for the Company 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. 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 Shareholder hereby represents and warrants that he, either individually or together with his representative, has such knowledge and experience in business and financial matters that he 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, the Shareholder shall provide such issuer with evidence of compliance with the requirements of any federal or state exemption from registration. Mid-Way and Mid-Way Acquisitions and Xxxx 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. 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. H&H and its representatives involved in this transaction have such knowledge and experience in business and financial matters that they are capable of evaluating the risks of this Agreement and the transactions contemplated hereby, and that the financial capacity of H&H is of such proportion that the total cost of its commitment in the Shares would not be material when compared with its total financial capacity.
Evidence of Compliance with Private Offering Exemption. The undersigned represents and warrants that he, she, or it, either individually or together with his, her, or its purchaser representative, has such knowledge and experience in business and financial matters that he or she is capable of evaluating the risks of the prospective investment, and that the financial capacity of the undersigned investor 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. The undersigned investor has adequate means of providing for current needs and personal contingencies and has no need to sell the Shares in the foreseeable future.
Evidence of Compliance with Private Offering Exemption. Xx. Xxxxxxxx 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 Xx. Xxxxxxxx is of such proportion that the total cost of Xx. Xxxxxxxx’ commitment in the Settlement Shares would not be material when compared with his total financial capacity. Xx. Xxxxxxxx has adequate means of providing for current needs and personal contingencies and has no need to sell the Settlement Shares in the foreseeable future.
