Holder’s Representations. By acceptance of this Warrant, Holder hereby represents to the Company that this Warrant is being acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution thereof, and that Holder has no present intention of selling, granting any participation in, or otherwise distributing this Warrant or the Common Stock issuable upon exercise of this Warrant. By acceptance of this Warrant, Holder further represents that Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Warrant or the Common Stock issuable upon exercise of this Warrant. Holder understands that the offer and sale of this Warrant and the offer and sale of the Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Holder’s representations as expressed herein. Holder further recognizes and acknowledges that because the offer and sale of this Warrant and the offer and sale of the Common Stock issuable upon exercise of this Warrant are unregistered, they may not be eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements and that Holder must, therefore, bear the economic risk of such investment indefinitely. Additionally, the Holder further represents as follows:
(a) it is not a “U.S. person”, as defined in Regulation S under the Securities Act, and is not purchasing the Securities for the account or benefit of a “U.S. person” or person in the United States;
(b) it was not offered the Warrant in the United States, did not receive any materials relating to the offer of the Warrant in the United States, and did not execute any agreement or any other materials relating to the Warrant in the United States;
(c) it is not purchasing the Units as the result of any directed selling efforts (as defined in Rule 902(c) of the Securities Act);
Holder’s Representations. The Holder represents and warrants to the Borrower that the Note(s), and the right to collect the debts underlying the Note(s), belongs solely to the Holder and is free and clear of any liens other than encumbrances. Holder further represents that it is solvent and is not currently in any litigation, bankruptcy or other proceedings that could prevent the Holder from cancelling the debts underlying the Note(s).
Holder’s Representations. The Investors will, and hereby do, represent that: (i) they are and since November 13, 2000, have been, the holders of the Notes, (ii) they have full power and authority to agree to the terms herein, and to make execute and deliver this Memorandum of Understanding and (iii) if subsequent definitive agreements are necessary to implement this Memorandum of Understanding, at the time thereof, they will have full power and authority to agree to the terms herein, and to make execute and deliver such definitive agreements.
Holder’s Representations. The Holder hereby represents, warrants, and covenants to the Borrower as follows:
Holder’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended or the regulatory rules of any other jurisdiction (the “Securities Act”), at the time this Option is exercised, Holder shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.
Holder’s Representations. Notwithstanding any of the provisions hereof, the Holder hereby agrees that he will not acquire any Stock, and that the Company will not be obligated to issue any Stock hereunder, if the issuance of such shares shall constitute a violation by the Holder or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Holder are subject to all applicable laws, rules, and regulations.
Holder’s Representations. The Holder hereby represents, warrants and covenants that:
Holder’s Representations. Neither this Warrant nor the Warrant Stock issuable upon the exercise of this Warrant have been registered under the Securities Act, or any other securities laws. The Holder acknowledges by acceptance of the Warrant that (a) it has acquired this Warrant for investment and not with a view to distribution; (b) it has either a pre-existing personal or business relationship with the Company, or its executive officers, or by reason of its business or financial experience, it has the capacity to protect its own interests in connection with the transaction; and (c) it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant Stock issuable upon exercise of this Warrant will be acquired for investment and not with a view to distribution and such Warrant Stock will not be registered under the Securities Act and applicable state securities laws and that such Warrant Stock may have to be held indefinitely unless they are subsequently registered or qualified under the Securities Act and applicable state securities laws, or based on an opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available.
Holder’s Representations. The Holder’s representation in Section 6.3 to the Agreement is hereby incorporated herein by reference and forms an integral part hereof binding as among the parties hereto.
Holder’s Representations. If the Shares purchasable pursuant to the exercise of these Options have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) at the time these Options are exercised, Holder will, if required by the Company, concurrently with the exercise of all or any portion of these Options, deliver to the Company an investment representation statement in a form approved by the Company.
