Investment Representations and Covenants. (a) Seller understands that the Common Stock which shall comprise the Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws on the grounds that the issuance of the Common Stock is exempt from registration pursuant to Section 4(2) of the 1933 Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on Seller’s representations, warranties, covenants and acknowledgments set forth in this Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof, and (D) after one year and one day from the date of Closing, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required.
(b) Seller represents and warrants that: (A) Seller is an “accredited investor” or “sophisticated investor” as defined under the 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and State “Blue Sky” laws, the assistance of a professional advisor, (B) Seller, either alone or together with the assistance of Seller’s own professional advisor, has such knowledge and experience in financial and business matters such that Seller is capable of evaluating the merits and risks of Seller’s investment in the Common Stock to be acquired by Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions described in this Agreement will be acquir...
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.
(b) Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that its investment in the Securities involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed decision with respect to the Purchaser’s acquisition of such Securities. Purchaser has knowledge and experience in financial and business matters and knows of the high degree of risk associated with investments generally and particularly investments in the securities of development stage companies. Purchaser is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. Purchaser can afford a complete loss of its investment in the Securities. Purchaser has had access to all information that it believes is necessary, sufficient or appropriate in connection with the purchase of the Warrants.
(c) Purchaser understands that the Securities have not been and are not being registered under the Securities Act or any state securities laws, except as may be contemplated by any registration rights agreement between the Company and the Purchaser, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) sold in reliance on an exemption therefrom. No U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have any such governmental authorities passed upon or endorsed the merits of the offering of the Securities.
(d) Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the ...
Investment Representations and Covenants. Purchaser is acquiring the Shares for its own account, not as nominee or agent, for investment and not with a view to or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Purchaser understands that the Shares have not been registered under the Securities Act, but are instead being offered and sold to Purchaser pursuant to an exemption from registration contained in the Securities Act based in part upon the following representations and warranties:
(a) Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment unless the Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow such Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times Purchaser might propose.
(b) Purchaser is acquiring the Shares for such Purchaser's own account for investment only, and not with a view towards their distribution.
(c) Purchaser represents that by reason of its, or of its management's, business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement.
(d) Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.
(e) Purchaser acknowledges and agrees that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the ...
Investment Representations and Covenants. (i) The STI Shareholder represents that it is acquiring the FSG Shares for its own account and for investment only and not with a view to distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. The STI Shareholder shall not dispose of any part or all of such FSG Shares in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission and all applicable provisions of state securities laws and regulations.
(ii) The certificate or certificates representing the shares of FSG Shares shall bear a legend in substantially the form set forth in Section 2.02 hereof.
(iii) The STI Shareholder acknowledges being informed that the FSG Shares shall be unregistered, shall be “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is available. The STI Shareholder further acknowledges that FSG does not have an obligation to currently register such securities for the account of STI Shareholder.
(iv) The STI Shareholder acknowledges that it has been afforded access to all material information which it has requested relevant to its decision to acquire the FSG Shares and to ask questions of FSG’s management and that, except as set forth herein, neither FSG nor anyone acting on behalf of FSG has made any representations or warranties to the STI Shareholder which have induced, persuaded, or stimulated the STI Shareholder to acquire such FSG Shares.
(v) The STI Shareholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the FSG Shares, and the STI Shareholder is and will be able to bear the economic risk of the investment in such FSG Shares.
Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Shares and the Common Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 1.1 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or the Common Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares and the Common Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or the Common Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (iv) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser understands that its acquisition of the Shares and the Common Shares has not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein.
Investment Representations and Covenants. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Securities and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) the Purchaser is acquiring the number of Securities set forth in Section 1.1 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Purchaser has, in connection with its decision to purchase the number of Securities set forth in Section 1.1 above, relied solely upon the public filings of the Company, with the exception of the S-i filed with the Securities and Exchange Commission on September 20, 2010 and the S-i/A filed with the Securities and Exchange Commission on October 28, 2010; (v) the Purchaser expressly disclaims any reliance in connection with this Agreement on the S-i filed with the Securities and Exchange Commission on September 20, 2010 and the S-1/A filed with the Securities and Exchange Commission on October 28, 2010, and further warrants and agrees that it enters into this Agreement completely independently of said filings, and that said filings had no impact on its decision to enter into this Agreement, and; (vi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser's investment intent as expressed herein. The Purchaser further understands a...
Investment Representations and Covenants. With respect to the acquisition of this Warrant and any of the Shares issuable upon exercise of this Warrant, Holder hereby represents and warrants to, and agrees with, the Company as follows:
Investment Representations and Covenants. (i) Each of the Common Stock Sellers understand that as of the Closing Date the FDI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the FDI Stock is exempt from registration pursuant to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on each of the Common Stock Sellers' representations, warranties, covenants and acknowledgments set forth in this Section 3.6.
(ii) Each of the Common Stock Sellers represents and warrants that he/it is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act.
(iii) Each of the Common Stock Sellers represents and warrants that the FDI Stock to be acquired by him/it upon consummation of the transactions contemplated herein will be acquired by him/it for his/its own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder other than as contemplated by this Agreement and the Option Agreement, and that he/it will not distribute all or any portion of the FDI Stock in violation of the Securities Act.
(iv) Each of the Common Stock Sellers acknowledges that the shares of FDI Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances.
(v) Each of the Common Stock Sellers represents and warrants that he/it has such knowledge and experience in financial and business matters such that he/it is capable of evaluating the merits and risks of his/its investment in the FDI Stock.
(vi) Each of the Common Stock Sellers is in a financial position to afford to hold the FDI Stock indefinitely, each of the Common Stock Sellers' financial condition being such that he/it is not presently under (and does not contemplate any future) necessity or constraint to dispose of the FDI Stock to satisfy any existing or contemplated debt or undertaking. Each of the Common Stock Sellers recognizes that it may not be possible for him/it to liquidate his/its investment in ...
Investment Representations and Covenants. (a) The Seller is acquiring the shares of Purchaser Common Stock to be issued pursuant hereto for its own account and for investment only and not with a view to distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. The Seller shall not dispose of any part or all of such shares of Purchaser Common Stock in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the SEC and all applicable provisions of state securities laws and regulations.
(b) The certificate or certificates representing the shares of Purchaser Common Stock shall bear a legend in substantially the form set forth in Section 4.01(f) hereof.
(c) The Seller acknowledges being informed that the shares of Purchaser Common Stock to be issued pursuant hereto shall be unregistered, shall be "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is available. The Seller further acknowledges that the Purchaser does not have an obligation to currently register such securities for the account of the Seller.
Investment Representations and Covenants. Shareholder represents that they are acquiring the shares of Lion Common Stock to be issued pursuant to this Agreement and the Share Exchange Agreement for their own accounts and for investment only and not with a view to distribution or resale thereof within the meaning of such phrase as defined under the Securities Act of 1993, as amended (the “Securities Act”). The Shareholders shall not dispose of any part or all of such shares of Lion Common Stock in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the U.S. Securities and Exchange Commission (“SEC”) and all applicable provisions of state securities laws and regulations. The Shareholder further acknowledges that
