Initial Purchaser Representations Sample Clauses

Initial Purchaser Representations. The parties hereto understand that the Initial Purchaser intends to offer the Notes for resale on the terms set forth in this Agreement, the Transaction Documents, the Time of Sale Information and the Final Offering Memorandum. The Initial Purchaser hereby represents and warrants as to itself, as of the effective date hereof, to the other parties hereto, the following:
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Initial Purchaser Representations. (a) The Initial Purchaser represents and warrants to and agrees with the Company and each of the Investors that it is a registered broker-dealer and an institutional accredited investor, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, as the case may be, with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Series B-1 Shares, and (ii) it is not acquiring the Series B-1 Shares with any present intention of offering or selling any of the Series B-1 Shares in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction
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Initial Purchaser Representations. 27 SECTION 4.02. INVESTORS REPRESENTATIONS................................ 28
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Initial Purchaser Representations. (a) The Initial Purchaser represents and warrants to and agrees with the Company that it is an institutional accredited investor, as defined in Rule 501(a)(1), (2), (3) or
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Initial Purchaser Representations. (a) The Initial Purchaser represents and warrants to and agrees with the Company that it is an institutional accredited investor, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, as the case may be, with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Series B Shares, and (ii) it is not acquiring the Series B Shares with any present intention of offering or selling any of the Series B Shares in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction
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Initial Purchaser Representations. Each Initial Purchaser represents and warrants that such Initial Purchaser is an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor"). The Initial Purchasers agree with the Company that (a) it has not solicited and will not solicit offers for, or offer or sell, any Securities by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act) or engage in any manner in a public offering in connection with the sale of the Securities within the meaning of Section 4(2) of the Securities Act (assuming the accuracy and completeness of the Company's representations, warranties and compliance with its agreements in Sections 1(ii), 3(d) and 3(e) hereof), and (b) it has solicited and will solicit offers for the Securities only from, and has offered and will offer and sell the Securities only to, persons that it reasonably believes to be qualified institutional buyers, as defined in Rule 144A(a)(1) under the Securities Act ("QIBs").
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Related to Initial Purchaser Representations

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Seller Representations Seller hereby represents and warrants that:

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

  • Initial Purchasers' Information The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Initial Purchasers’ Information consists solely of the following information in the Time of Sale Information or the Final Offering Memorandum: the statements in the third paragraph, the fourth and fifth sentences of the thirteenth paragraph and the fifteenth paragraph under “Plan of Distribution” in the Final Offering Memorandum.

  • Additional Investment Representations Executive represents and warrants that:

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