Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date of this Agreement as set forth below.
(i) The Purchaser understands that (A) the Restricted Units have not been registered under the Securities Act or registered or qualified under applicable state securities Laws by reason of their issuance by the Company in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities Laws, and (B) the Restricted Units issued to the Purchaser must be held by the Purchaser indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws, or are exempt from such registration or qualification. The Purchaser further understands that in connection with the Transfer of the Restricted Units, that the Company may request, and if so requested the Purchaser will furnish, such certificates, legal opinions and other information as the Company may reasonably require to confirm that such share Transfer complies with the foregoing.
(ii) The Purchaser further understands that, with respect to the Restricted Units, the exemption from registration afforded by Rule 144 (the provisions of which are known to the Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only under certain circumstances and only in limited amounts.
(iii) The Purchaser will not Transfer the Restricted Units acquired by it hereunder, except in compliance with the Documents.
(iv) The Purchaser is acquiring the Restricted Units for its own account, for investment only and not with a view to, or an intention of, the distribution thereof in violation of the Securities Act or any applicable state securities Laws.
(v) The Purchaser is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act).
(vi) The Purchaser has no need for liquidity in its investment in the Restricted Units and is able to bear the economic risk of his investment in the Restricted Units for an indefinite period of time.
(vii) The Purchaser has been represented by counsel and/or advisors in connection with the execution and delivery of the Documents and has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Restricted Units and has had full access to or been provided...
Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows:
2.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of Delaware, and has full legal right, power and authority to enter into, execute, deliver and perform this Agreement and the Warrant, and to consummate the transactions contemplated hereby and thereby. The Purchaser has taken all corporate action necessary for the execution and delivery of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the Warrant has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser and is enforceable with respect to the Purchaser in accordance with its terms, except (a) as enforcement may be limited by bankruptcy, insolvency, priority or other laws or court decisions relating to or affecting generally the enforcement of creditors' rights or affecting generally the availability of equitable remedies and (b) to the extent the indemnification provisions contained herein may be limited by applicable federal or state securities laws.
2.2 The Purchaser Common Stock that is being issued to the Seller hereunder and the Warrant Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable.
2.3 The execution and delivery by the Purchaser of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby, do not and shall not with or without the giving of notice or the passage of time, violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease or instrument to which the Purchaser is a party or by which the Purchaser or any of its assets is bound or any judgment, order, decree, law, rule or regulation to which the Purchaser or any of its assets is subject.
2.4 If, within one hundred twenty (120) days from the date hereof, the Purchaser purchases or commits to purchase shares of common stock, convertible preferred stock, warrants to purchase shares of common stock or convertible indebtedness of NetSat from a third party on terms materially more favorable to such third party than the terms provided herein to the Seller, the Purchaser shall provide notice of such transaction to the Seller within fi...
Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Corporation as follows:
(a) The Purchaser is acquiring the Notes and Warrants to be purchased by the Purchaser hereunder and, in the event that the Purchaser should acquire any Class A Common Shares, will be acquiring such Class A Common Shares, for its own account, for investment and not with a view to the distribution thereof in violation of the Securities Act or applicable foreign or state securities laws.
(b) The Purchaser understands that (i) the 10% Notes and the Warrants have not been, and that the Class A Common Shares will not be, registered under the Securities Act or applicable foreign or state securities laws, by reason of their issuance by the Corporation in a transaction exempt from the registration requirements of the Securities Act and applicable foreign and state securities laws and (ii) the Notes and Warrants and the Class A Common Shares must be held by the Purchaser indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable foreign and state securities Laws or is exempt from registration thereof. The Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act).
(c) The Purchaser has not employed any broker or finder in connection with the transactions contemplated by this Agreement.
Investment Representations of the Purchaser. The Purchaser hereby represents and warrants to the Company that the Purchaser is acquiring the Note and the Warrant for its own account for investment and not with a view toward the distribution thereof. The Purchaser understands that neither of the Notes, the Warrant or the Shares have been registered under the Securities Act of 1933, as amended (the "Act"), and that they are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon the representations of the Purchaser contained herein.
Investment Representations of the Purchaser. The Purchaser represents to the Company and agrees with the Company as follows:
5.1 The Purchaser is acquiring the Shares for private personal investment for his own account and not for the account of any other person, and has no present intention of reselling the Securities to others. None of the Shares or any interest therein will be sold, transferred or otherwise disposed of (except for sale to the Company) unless registered under the Securities Act of 1933, or similar successor law ("the Act"), and applicable securities or "blue sky laws" of any state ("State Securities Laws") or unless subject to exemptions from the Act and State Securities Laws.
5.2 Accordingly, to implement the Purchaser's representations and agreements, the Purchaser agrees to authorize the Company to place substantially the following legends, and any legend required by applicable State Securities Laws, on each Certificate issued to the Purchaser to evidence the Shares, and to place a stop order against further transfer of the Shares except in compliance with the Act and applicable State Securities Laws. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED AND TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE." "RESTRICTIONS ON THE OWNERSHIP RIGHTS OF THE STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO A RESTRICTED STOCK PURCHASE AGREEMENT [DATED DECEMBER 4, 1998]. A COPY OF THE RESTRICTED STOCK PURCHASE AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTER OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH COPY."
Investment Representations of the Purchaser. The Purchaser represents and warrants to the Company as follows, solely for establishing that the offer, sale and issuance of the Shares being acquired by the Purchaser pursuant to this Agreement are exempt from the registration requirements of the Securities Act and the comparable provisions of state securities laws and not in any way to mitigate the responsibility or liability of the Company for any breach of the representations and warranties made by the Company in this Agreement, on which the Purchaser is relying in full in connection with its decision to invest in the Company:
Investment Representations of the Purchaser. The Purchaser represents and warrants to the Sellers, and agrees to, the following:
Investment Representations of the Purchaser. (i) The Common Stock is being acquired by the Purchaser for its own account, and not for any other Person, for investment only and with no intention of distributing or reselling (and the Purchaser will not distribute or resell) the Common Stock or any part thereof or interest therein in any transaction that would violate the securities Laws of the United States of America, or any state, or any other jurisdiction without prejudice, however, to the rights of the Purchaser at all times to sell or otherwise dispose of all or any part of the Common Stock under an effective registration statement or applicable exemption from registration under the Securities Act and any applicable state or other securities Law, subject to this Agreement and any other Contract to which the Purchaser is a party. The Purchaser has no Contract or arrangement with any Person to sell, transfer or pledge to such Person the Common Stock, any interest therein, or any part thereof, and such Purchaser has no present plans to enter into any such Contract or arrangement.
(ii) The Purchaser is an accredited investor as that term is defined in Rule 501 under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Common Stock. The Purchaser is able to bear the risks associated with an investment in the Common Stock.
(iii) The Purchaser has read this Agreement and Twinlab Corporation's SEC Reports and fully understands the terms under which the Common Stock is being sold to the Purchaser pursuant hereto. The Seller has made available to the Purchaser the opportunity to ask questions of and receive answers from the Seller concerning the Seller and the terms and conditions under which the Common Stock will be sold to the Purchaser and to obtain any additional information which the Seller may possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished in connection with this Agreement or in response to any request for information. The Purchaser is satisfied with such answers and information.
(iv) The Purchaser agrees that, so long as required by Law, certificates evidencing the Common Stock and any securities issued in exchange for or in respect thereof shall bear a legend to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "...
Investment Representations of the Purchaser. In connection with the purchase of the Shares, the Purchaser hereby represents and warrants to the Company that the Purchaser is acquiring the Shares solely for the purpose of investment (as defined in 16 CFR 801.1(i)(1)) and has no present intention of participating in the formulation, determination or direction of the basic business decisions of the Company.
Investment Representations of the Purchaser. The Purchaser hereby delivers to the Company an Investment Representations Certificate in the form of EXHIBIT A attached hereto (a "PURCHASER'S CERTIFICATE").
