Holder Representations. Each Holder represents and warrants, severally but not jointly, to Parent that:
3.4.1 Such Holder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby;
3.4.2 This Agreement has been duly executed and delivered by such Holder and (assuming the due authorization, execution and delivery hereof by Parent) constitutes a valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles;
3.4.3 The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of or default (with or without notice or lapse of time, or both) under (i) any provision of the charter or organizational documents of such Holder, (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation by which such Holder is bound or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations of such Holder, taken as a whole, and would not impair the ability of such Holder to perform its obligations under this Agreement;
3.4.4 No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to such Holder in connection with the execution and delivery by such Holder of this Agreement or the consummation by such Holder of the transactions contemplated hereby, except as otherwise expressly provided herein.
Holder Representations. The Holder hereby represents and warrants to the Company that:
(a) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof;
(b) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan;
(c) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "Securities Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the Securities Act;
(d) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (b) above;
(e) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the Securities Act or an exemption therefrom as provided herein;
(f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and
(g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volum...
Holder Representations. The Holder of the Warrant agrees and ---------------------- acknowledges that the Warrant is being purchased for the Holder's own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Holder further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Holder will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Securities Act and Regulation D thereunder and applicable state securities laws or unless, in the opinion of counsel for the Holder acceptable to the Company, an exemption from the registration requirements of the Securities Act and such laws is available.
Holder Representations. The Holder hereby confirms and acknowledges that the aggregate number of shares of Preferred Stock currently held by the Holder are set forth on Schedule A attached hereto. The Holder owns the Preferred Stock free and clear of any and all liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind. Holder has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Holder’s obligations hereunder. No consent, approval or agreement of any individual or entity is required to be obtained by the Holder in connection with the execution and performance by the Holder of this Agreement or the execution and performance by the Holder of any agreements, instruments or other obligations entered into in connection with this Agreement. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Holder’s knowledge, threatened against the Holder or any of Holder’s properties. There is no judgment, decree or order against the Holder that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to the Holder’s knowledge, threatened against the Holder or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the Holder’s knowledge, threatened against the Holder. The Holder is an “Accredited Investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended.
Holder Representations. The Holder hereby represents and warrants as follows:
Holder Representations. Holder hereby represents and warrants as of the Effective Date and as of the date of each issuance of Shares:
(a) Holder acknowledges that the Shares will not have been registered under the Securities Act or under any state or other applicable securities Laws. Holder (i) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment and for Holder’s own account, not as nominee or agent, and with no present intention or view to distribute any of the Shares to any Person in violation of the Securities Act, (ii) will not sell or otherwise dispose of any of the Preferred Shares (as defined in the Investment Agreement) or the Conversion Shares (as defined in the Investment Agreement), except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable state securities Laws, (iii) is knowledgeable, sophisticated and experienced in financial and business matters, fully understands the limitations on transfer and the restrictions on sales of such Shares and is able to bear the economic risk of its investment and afford the complete loss of such investment, and (iv) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act).
(b) Holder understands and acknowledges that (i) its representations and warranties contained herein are being relied upon by Issuer as a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposes, (ii) no U.S. state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Shares or any recommendation or endorsement thereof, and (iii) the Shares are “restricted securities” under the Securities Act inasmuch as they are being acquired from Issuer in a transaction not involving a public offering and that under applicable securities Laws such Shares may be resold without registration under the Securities Act only in certain limited circumstances.
Holder Representations. HOLDER represents to Company that it has been afforded an opportunity to consult with professional advisors and or counsel and that all necessary approvals and action have been obtained to enter into this modification agreement to extend the due date of the Promissory Note as previously modified.
Holder Representations. Holder hereby represents and warrants to and agrees with the Company only as to such Holder that:
Holder Representations. Holder represents and warrants to, and covenants with, the Partnership as follows:
(a) Holder is acquiring the Subject Units as an investment and not with a view to any sale or distribution of all or any portion thereof. Holder will hold the Subject Units subject to all provisions of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder, or any applicable state securities laws, and will not at any time make any sale, transfer or other disposition of such interest in contravention of the 1933 Act, such rules and regulations or applicable state securities laws.
(b) Holder is a citizen of the United States of America and is eligible to hold an interest in oil and gas leases on federal lands, including offshore areas.
Holder Representations. The Holder hereby represents and warrants to the Company that:
(i) he or she has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement;
(ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last twenty-four (24) months and all reports issued by the Company to its stockholders;
(iii) he or she understands that he or she must bear the economic risk of the investment in the Shares;
(iv) he or she has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the Holder’s investment in the Company and has had the opportunity to consult with his or her own advisers with respect to the investment in the Company; and
(v) he or she understands and agrees that if a stock certificate evidencing the Shares is issued prior to the expiration of the Restriction Period, it shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof and the terms and conditions of the WisdomTree Investments, Inc. 2022 Equity Plan.”
