Investment Representations of Seller Sample Clauses

Investment Representations of Seller. Seller, including any designee of Seller, represents and warrants to Purchaser and FGC that: a. Seller understands that the FGC Shares it is acquiring pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), nor qualified under any state securities laws, and that the issuance and delivery of the FGC Shares is intended to be exempt from such registration and qualification based in part upon the representations of Seller contained herein. Seller recognizes that an investment in the FGC Shares may involve a number of risks, and that no federal or state agency has passed upon the FGC Shares or made any finding or determination as to the fairness of this investment. b. Seller has been furnished copies of (i) FGC's 1996 Annual Report; (ii) Annual Report on Form 10-K for the year ended December 31, 1996; (iii) Quarterly Report on Form 10-K for the quarter ended March 31, 1997; and (iv) Proxy Statement, dated May 20, 1997, all as filed with the Securities and Exchange Commission (the "Commission") and such other materials regarding FGC, if any, as it has requested in writing, and has been given the opportunity to obtain from FGC all information that it has requested regarding its business and affairs. c. Seller and its officers and advisors have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment contemplated by this Agreement. Seller is able to bear the economic risk of its investment in FGC. d. Seller understands that it must bear the economic risk of such investment indefinitely unless the FGC Shares are registered or qualified pursuant to the Securities Act or applicable state securities laws or an exemption from such registration and qualification is available, and that FGC has no obligation to so register or qualify such shares. Seller further understands that there is no assurance that any exemption will allow Seller to dispose of or otherwise transfer any or all of the FGC Shares in the amounts or at the times Seller might propose. Seller will not sell or otherwise transfer any of the FGC Shares unless they are registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification. Nothing contained herein shall, however, adversely affect Seller's right to sell the FGC Shares pursuant to Rule 144 under the Securities Act, to the extent such Rule...
Sample 1See All (5)
AutoNDA by SimpleDocs
Investment Representations of Seller. In connection with the issuance of the Buyer Securities to Seller hereunder, Seller hereby represents and warrants to Buyer that: (a) A duly authorized officer of Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Buyer Securities, has had full access to such other information concerning Buyer as Seller has requested and possesses substantial information about, and familiarity with Buyer as a result of the information provided to Seller. (b) Seller is able to bear the economic risk of the investment in the Buyer Securities for an indefinite period of time. (c) Seller is acquiring the Buyer Securities hereunder for its own account with the present intention of holding such securities for investment purposes and has no intention of selling such security in a public distribution in violation of federal or state securities laws.
Sample 1
Investment Representations of Seller. All Common Stock acquired by Seller pursuant to this Agreement shall be acquired by Seller for its own account for investment only and not with a view towards, or for resale in connections with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, Seller reserves the right to dispose of such Common Stock at any time in accordance with or pursuant to an effective registration statement covering such Common Stock, or an available exemption under the Securities Act. Seller agrees not to sell, hypothecate or otherwise transfer such Common Stock unless such Common Stock is registered under federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Buyer, an exemption from such law is available. Seller further agrees not to sell any such Common Stock while in possession of material, non-public information.
Sample 1
Investment Representations of Seller. The Seller and each of the Shareholders acknowledge, represent and agree that : (a) Seller and/or each Shareholder in whose name the Key Shares are registered pursuant to Section 5.5 hereof (the "Key Share Recipient") are an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). (i) Each Key Share Recipient, through its own operations, is knowledgeable in operations of the type conducted by Key, (ii) Key has made available to each Key Share Recipient extensive legal, financial, accounting and other business records for examination by each Key Share Recipient,
Sample 1
Investment Representations of Seller. Seller represents and warrants to the Buying Parties that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement).
Sample 1
Investment Representations of Seller. The Seller represents and warrants to ICN as follows:
Sample 1
Investment Representations of Seller. The Seller hereby represents and warrants to Buyer as follows:
Sample 1
AutoNDA by SimpleDocs

Related to Investment Representations of Seller

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • 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 its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The 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 United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States 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 by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Representations of Servicer The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of Buyer Buyer represents and warrants that:

  • 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.

  • REPRESENTATIONS OF SUB-ADVISER The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser shall permit UBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

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