Investment Representation Certificate Sample Clauses

Investment Representation Certificate. Each of the holders of Company Common Stock shall have executed and delivered an Investment Representation Certificate in the form of Exhibit F hereto.
Sample 1Sample 2
AutoNDA by SimpleDocs
Investment Representation Certificate. Each of the shareholders of ISI shall have executed and delivered an Investment Representation Certificate substantially in the form of EXHIBIT B hereto.
Sample 1Sample 2
Investment Representation Certificate. ProMed Upland acknowledges that the Holdings Common Stock which constitutes the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). ProMed Upland acknowledges that the Holdings Common Stock is being offered and sold pursuant to an exemption from registration contained in the Securities Act. To rely on such exemption, ProMed Upland acknowledges that it is necessary that the ProMed Upland Shareholder executes an investment representation certificate in the form attached as Exhibit I (“Investment Representation Certificate”). The ProMed Upland Shareholders acknowledges that his execution of the Investment Representation Certificate is necessary for the issuance of the Stock Consideration and is also a requirement to receive the piggy-back registration rights described in Section 1.15 hereof
Sample 1
Investment Representation Certificate. Each of the shareholders of ERI shall have executed and delivered an Investment Representation Certificate substantially in the form of EXHIBIT B hereto.
Sample 1
Investment Representation Certificate. Each of the Stockholders executed and delivered to the Purchaser and Investment Representation Certificate as to the Shares in the form and to the effect of Exhibit D hereto.
Sample 1
Investment Representation Certificate. The Seller delivered to Purchaser an Investment Representation Certificate, in the form and to the effect of EXHIBIT B hereto.
Sample 1
Investment Representation Certificate. ProMed Pomona acknowledges that the Holdings Common Stock which constitutes the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). ProMed Pomona acknowledges that the Holdings Common Stock is being offered and sold pursuant to an exemption from registration contained in the Securities Act. To rely on such exemption, ProMed Pomona acknowledges that it is necessary that each shareholder who receives Stock Consideration execute an investment representation certificate in the form attached as Exhibit K (“Investment Representation Certificate”). ProMed Pomona agrees to provide the Investment Representation Certificate to each shareholder of ProMed Pomona as an exhibit to its Information Statement and inform each shareholder of Holdings’ requirement that Holdings receives an executed Investment Representation Certificate from each shareholder receiving Stock Consideration and each shareholder desiring the piggy-back registration rights described in Section 1.15 hereof.
Sample 1
AutoNDA by SimpleDocs
Investment Representation Certificate. ProMed Company acknowledges that the Holdings Common Stock which constitutes the Stock Consideration has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). ProMed Company acknowledges that the Holdings Common Stock is being offered and sold pursuant to an exemption from registration contained in the Securities Act. To rely on such exemption, ProMed Company acknowledges that it is necessary that each shareholder who receives Stock Consideration execute an investment representation certificate in the form attached as Exhibit K (“Investment Representation Certificate”). ProMed Company agrees to provide the Investment Representation Certificate to each shareholder of ProMed Company as an exhibit to its Information Statement and inform each shareholder of Holdings’ requirement that Holdings receives an executed Investment Representation Certificate from each shareholder receiving Stock Consideration and each shareholder desiring the piggy-back registration rights described in Section 1.15 hereof.
Sample 1

Related to Investment Representation Certificate

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Allocation Certificate At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a certificate (the “Allocation Certificate”) signed by the Chief Financial Officer of the Company, setting forth and certifying on behalf of the Company that the following are good faith estimates of the Company:

  • TERMINATION CERTIFICATE This is to certify that I have returned all personal property of AutoChina International Limited (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description No inventions or improvements Additional Sheets Attached Signature of Executive: Printed Name of Executive: Date:

  • Schedule of Representations The representations and warranties set forth on the Schedule of Representations with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct.

  • Investment Representation Statement Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably requested by the Company.

  • Additional Investment Representations Executive represents and warrants that:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Reliance on Certificates and Instructions The Custodian shall be entitled to rely upon any Certificate, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an officer or Authorized Person of the Fund. The Custodian shall be entitled to rely upon any Written Instructions or Oral Instructions actually received by the Custodian pursuant to the applicable Sections of this Agreement and reasonably believed by the Custodian to be genuine and to be given by an Authorized Person. The Fund agrees to forward to the Custodian Written Instructions from an Authorized Person confirming such Oral Instructions in such manner so that such Written Instructions are received by the Custodian, whether by hand delivery, telex or otherwise, by the close of business on the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact that such confirming instructions are not received by the Custodian shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral Instructions given to the Custodian hereunder concerning such transactions provided such instructions reasonably appear to have been received from a duly Authorized Person.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!