Federal Securities Law Matters. The Stockholder has been advised that (a) neither the sale nor the offer of the shares of WasteMasters Common Stock issuable pursuant to the terms of this Agreement has been registered under the Securities Act, (b) such shares must be held and the Stockholder must continue to bear the economic risk of the investment in the shares of WasteMasters Common Stock issuable to such Stockholder pursuant to the terms of this Agreement until such shares are subsequently registered under the Securities Act or an exemption from registration is available, (c) a restrictive legend in the form set forth in Section 1.5(c) hereof shall be placed on the certificates representing the shares of WasteMasters Common Stock issuable pursuant to the terms of this Agreement and (d) appropriate stop-transfer instructions shall be issued by WasteMasters, Inc. to its stock transfer agent with respect to such shares; provided that such legend shall be removed and such stop-transfer instructions lifted when and as contemplated by Section 1.5(c) hereof.
Federal Securities Law Matters. WasteMasters has been advised that (a) neither the sale nor the offer of the Company Shares pursuant to the terms of this Agreement has been registered under the Securities Act, (b) such shares must be held and WasteMasters must continue to bear the economic risk of the investment in the Company Shares pursuant to the terms of this Agreement until such shares are subsequently registered under the Securities Act or an exemption from registration is available, (c) a restrictive legend in the form set forth in Section 1.5(c) hereof shall be placed on the certificates representing the Company Shares pursuant to the terms of this Agreement and (d) appropriate stop-transfer instructions shall be issued by the Company to its stock transfer agent with respect to such shares; provided that such legend shall be removed and such stop-transfer instructions lifted when and as contemplated by Section 1.5(c) hereof.
Federal Securities Law Matters. (i) None of the Company, the Manager or the WAT Trustee nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts in the United States within the meaning of Regulation S ("REGULATION S") under the United States Securities Act of 1933, as amended (the "SECURITIES ACT") with respect to the Securities, (ii) it and they have complied with the offering restriction requirements of Regulation S, (iii) none of the Company, the Manager, the WAT Trustee or any person acting on its or their behalf has offered or will offer to sell any of the Securities by means of any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (iv) none of WAT, the Manager or the WAT Trustee, as the case may be, is a "foreign issuer" within the meaning of Regulation S and the Company reasonably believes that there is no "substantial U.S. market interest" (as such term is defined in Regulation S) in the Securities.
Federal Securities Law Matters. 1. The Seller, and each Person to whom the Shares may be transferred by the Seller, is an “accredited investor” as defined in Regulation D under the Securities Act and will be acquiring the Shares for his, her or its own account, for investment and not with a view to distribution or sale, or for the account of any other Person.
2. The Seller acknowledges that the Seller is experienced, sophisticated and knowledgeable in trading of securities of public companies and that the Seller has been given the opportunity to seek any information and ask any questions of the Buyer which the Seller deems necessary in order to make an informed decision with respect to the purchase of the Shares. The Seller represents that the Seller has, based on such information as the Seller deemed adequate and appropriate, made the Seller’s own independent investigation and evaluation of the financial condition of the Buyer and the value of the Common Stock without any reliance on the Buyer. The Seller acknowledges and understands that the Buyer and its Affiliates possess material nonpublic information regarding the Buyer not known to the Seller that may impact the value of the Shares (the “Information”), and that the Buyer is not disclosing the Information to the Seller. The Seller understands, based on the Seller’s experience, the disadvantage to which the Seller is subject due to the disparity of information between the Seller and the Buyer. Notwithstanding such disparity, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transaction contemplated hereby. The Seller acknowledges that its financial condition is such that it has no need for liquidity with respect to its investment in the Shares and no need to dispose of the Shares to satisfy any existing or contemplated undertaking or indebtedness.
Federal Securities Law Matters. Each Stockholder has been advised that (a) neither the sale nor the offer of the shares of Novamex Series A Preferred Stock issuable pursuant to the terms of this Agreement has been registered under the Securities Act, (b) such shares must be held and each Stockholder must continue to bear the economic risk of the investment in the shares of Novamex Series A Preferred Stock issuable to such Stockholder pursuant to the terms of this Agreement until such shares are subsequently registered under the Securities Act or an exemption from registration is available, (c) a restrictive legend in the form set forth in Section 1.14 hereof shall be placed on the certificates representing the shares of Novamex Series A Preferred Stock issuable pursuant to the terms of this Agreement and (d) appropriate stop-transfer instructions shall be issued by Rio Bravo U.S. to its stock transfer agent with respect to such shares; provided that such legend shall be removed and such stop-transfer instructions lifted when and as contemplated by Section 1.14 hereof.
Federal Securities Law Matters. (a) Each of Company and Platinum PEO is an “accredited investor” as defined in Regulation D under the Securities Act and will be acquiring the shares of Common Stock which comprise (i) the Initial Stock Consideration and (ii) if applicable, the Contingent Stock Consideration, for its own account, for investment and not with a view to distribution or sale, or for the account of any other Person, except in accordance with Section 3.23(b).
(b) Each of Company and Platinum PEO understands that the shares of the Common Stock, which will comprise the Initial Stock Consideration and, if applicable, the Contingent Stock Consideration, will, when issued (assuming the effectiveness of the Registration Statement under the Securities Act at such time), be registered for resale on the Registration Statement by Company under the Securities Act and will not, prior to the effectiveness of such Registration Statement, be freely tradeable on the NASDAQ Stock Market.
(c) Purchaser has afforded to Company, Platinum PEO and the Members the opportunity to ask questions of and receive answers from certain members of management of Purchaser (consisting of Purchaser’s Chief Financial Officer and President and Chief Operating Officer) concerning the business and financial condition of Purchaser, and to obtain any additional information necessary to evaluate the merits and risks of an investment in the shares of Common Stock, or otherwise relating to the financial condition and business of Purchaser and all such questions, if asked, and information, if examined, have been answered or found to be fully satisfactory to Company, Platinum PEO and the Members.
(d) Company’s knowledge and experience in financial and business matters are such that each of Company and Platinum PEO is capable of evaluating the merits and risks of an investment in the shares of the Common Stock.
Federal Securities Law Matters. The Grantee acknowledges receipt of advice from the Company that (i) the Exercise Shares must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act or an exemption from such registration is available, (ii) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, (iii) if the exemption afforded by Rule 144 is not available, public sale without registration will require the availability of an exemption under the Securities Act, and (iv) a restrictive legend in the form heretofore set forth shall be placed on the certificate representing the Exercise Shares unless such shares are become registered.
Federal Securities Law Matters. 40 Section 4.7 Ability to Bear Risk..............41 Section 4.8 Access to Information.............41
Federal Securities Law Matters. The BAYOU ROAD Stockholder has been advised that (a) neither the sale nor the offer of the shares of PSWW Preferred Stock issuable pursuant to the terms of this Agreement has been registered under the Securities Act, (b) such shares must be held and BAYOU ROAD Stockholder must continue to bear the economic risk of the investment in the shares of PSWW Preferred Stock issuable to such BAYOU ROAD Stockholder pursuant to the terms of this Agreement.
Federal Securities Law Matters. The Grantee acknowledges receipt of advice from the Company that (i) the Exercise Shares will not be registered under the Securities Act, (ii) the Exercise Shares must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) when and if the Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, (iv) if the exemption afforded by Rule 144 is not available, public sale without registration will require the availability of an exemption under the Securities Act, (v) a restrictive legend concerning registration deemed appropriate by the Company shall be placed on the certificate representing the Exercise Shares and (vi) a notation shall be made in the appropriate records of the Company indicating that the Exercise Shares are subject to restrictions on transfer and appropriate stop-transfer restrictions may be issued to the Company's transfer agent with respect to the Exercise Shares.
