Investment Representations and Agreements Sample Clauses

Investment Representations and Agreements. The Sole Member hereby represents and warrants to the Manager and to the Company that its acquisition of an Interest in the Company is made for its own account for investment purposes only and not with a view to the resale or distribution of such interest, except insofar as the Securities Act of 1933, as amended, and any applicable securities law of any state or other jurisdiction permit such acquisition to be made for the account of others or with a view to the resale or distribution of such interest without requiring that such interest, or the acquisition, resale or distribution thereof, be registered under the Securities Act of 1933, as amended, or any applicable securities law of the United States or any state or other jurisdiction. The Sole Member agrees that it will not sell, assign or otherwise transfer its Interest in the Company or any portion thereof, to any Person who does not represent and warrant as set forth in this Section 7.6 and agrees to be bound by the transfer restrictions set forth in this Article VII.
Sample 1Sample 2Sample 3See All (13)
AutoNDA by SimpleDocs
Investment Representations and Agreements. The Optionee hereby represents, warrants and agrees that, if the Shares or other securities then to be issued upon any exercise of this Option are not covered by an effective registration statement (and current prospectus included therein) under the Securities Act of 1933, as amended (the "Act"), then:
Sample 1
Investment Representations and Agreements. Each Member hereby represents and warrants to the Manager(s) and to the Company that its acquisition of an Interest in the Company is made for his, her, or its own account for investment purposes only and not with a view to the resale or distribution of such interest, except insofar as the Securities Act of 1933, as amended, and any applicable securities law of any state or other jurisdiction permit such acquisition to be made for the account of others or with a view to the resale or distribution of such interest without requiring that such interest, or the acquisition, resale or distribution thereof, be registered under the Securities Act of 1933, as amended, or any applicable securities law of the United States or any state or other jurisdiction. Each Member agrees that he, she or it will not sell, assign or otherwise transfer his, her or its Interest in the Company or any portion thereof, to any Person who does not represent and warrant as set forth in this Section 11.9 and agree to be bound by the transfer restrictions set forth in this Article XI.
Sample 1
Investment Representations and Agreements. Visionary, its members, and its managers (for purposes of this Section 4, collectively, "Visionary") understand and agree the Debenture, and any securities underlying the Debenture (collectively, the "Securities"), are being issued without registration under the Securities Act of 1933, as amended (the "Act"), pursuant to an exemption from the registration provisions thereunder. Accordingly, Visionary understands and agrees the Securities are "restricted securities" as defined under the Act and the rules and regulations promulgated thereunder and is acquiring the Securities for its own account and not with a view to or for distribution or resale of such Securities. Visionary further represents and warrants it has no present intention of selling, offering to sell, or otherwise disposing of, or distributing any such Securities and does not presently have any reason to anticipate a change in circumstances or any particular occasion or event which would cause it to transfer said Securities. Visionary covenants and agrees that if, because of a change in circumstances, it hereafter desires to dispose of any right in the Securities, it will not sell, assign, transfer or otherwise dispose of, or encumber such Securities in a manner which would constitute a violation of any of the provisions of the Act, the rules and regulations thereunder, or any applicable state securities laws. In any event, Visionary will not dispose of any such rights until the Securities are subject to an effective registration statement filed with the U.S. Securities and Exchange Commission and any applicable state securities commission; or until, if requested, Visionary has delivered to the Company an opinion of counsel acceptable to the Company to the effect that such disposition does not violate any of the provisions of the Act. Visionary further represents and warrants it is an entity in which all of the equity owners are accredited investors. Visionary acknowledges that the foregoing may not be the exclusive investment representations required by the Company and that the Company may require additional representations and agreements, including, without limitation, requiring Visionary to complete and deliver the same or similar materials required of other Debenture holders. Visionary agrees to cooperate with the Company and to make any and all further investment representations and agreements as reasonably requested by the Company.
Sample 1
Investment Representations and Agreements. Each of the Series A Holders severally, but not jointly, represents and warrants to, and agrees with, the Company that:
Sample 1
Investment Representations and Agreements. The Grantee hereby represents, warrants and agrees that:
Sample 1

Related to Investment Representations and Agreements

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Credit Agreement Representations and Warranties The representations and warranties contained in Article VI of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

  • REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Reaffirmation of Representations and Warranties Each acceptance by the Company of an offer for the purchase of Notes (whether to one or more Agents as principal or through an Agent as agent), and each delivery of Notes (whether to one or more Agents as principal or through an Agent as agent), shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to such Agent(s) or to the purchaser or its agent, as the case may be, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.