Investment Representations of the Purchasers. Each of the Purchasers severally represents and warrants to the Company as follows:
Investment Representations of the Purchasers. Purchaser understands that the Series B Preferred (and the Common Stock issuable upon conversion of the Series B Preferred) have not been registered under the Securities Act and are being offered and sold pursuant to an exemption from registration contained in the Act based upon the representations of each Purchaser contained herein. Purchaser knows of no public solicitation or advertisement of an offer in connection with the proposed issuance and sale of the Series B Preferred. Purchaser is acquiring the Series B Preferred to be issued and sold hereunder (and the Common Stock issuable upon conversion of the Series A Preferred) for Purchaser's own account for investment and not as a nominee and not with a view to the distribution thereof. Purchaser understands that Purchaser must bear the economic risk of this investment indefinitely unless the Series B Preferred or such Common Stock are registered pursuant to the Act, or an exemption from such registration is available, and that the Company has no present intention of registering the Series B Preferred or such Common Stock. Purchaser further understands that there is no assurance that any exemption from the Act will be available or, if available, that such exemption will allow Purchaser to dispose of or otherwise transfer any or all of the Series B Preferred or such Common Stock under the circumstances, in the amounts or at the times Purchaser might propose. By reason of Purchaser's business or financial experience, or that of Purchaser's professional advisor, Purchaser has the capacity to protect his own interests in connection with the purchase of the Series B Preferred hereunder and has the ability to bear the economic risk (including the risk of total loss) of Purchaser's investment; provided, however, such capacity and/or ability in no way serves to mitigate or release the Company from its obligations or representations or warranties in this Agreement, the Related Agreements or the Restated Certificate. Purchaser acknowledges that Purchaser is aware of Rule 144 promulgated under the Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Purchaser understands that under Rule 144, except as otherwise provided by section (k) of that Rule, the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not less than one year after the party has p...
Investment Representations of the Purchasers. The shares of Preferred Stock being purchased by the Purchaser hereunder are being acquired for its own account as principal and not directly or indirectly for or on behalf of any other party and for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Securities Act. The Purchaser (A) has been furnished with or has had full access to all of the information that it considers necessary or appropriate to make an informed investment decision with respect to the shares of Preferred Stock and (B) can bear the economic risk of such investment in the Preferred Stock, has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Preferred Stock and to protect its own interests in connection with such investment. The Purchaser has no need for liquidity in its investment in the shares of Preferred Stock and is able to bear the economic risk of its investment in the shares of Preferred Stock and the complete loss of all of such investment. The Purchaser understands that the transferability of the shares of Preferred Stock is restricted, and that such restrictions will be reflected in an appropriate legend on the instruments representing the shares of Preferred Stock. The Purchaser recognizes that an investment in the Company involves certain risks and has taken full cognizance of, and understands all of, the risks related to the purchase of the shares of Preferred Stock. The Purchaser further acknowledges and understands that no federal or state agency has made any recommendation or endorsement of the Preferred Stock or any finding or determination as to the fairness of the investment therein.
Investment Representations of the Purchasers. (i) The shares of Preferred Stock being purchased by the Purchaser hereunder are being acquired for its own account as principal and not directly or indirectly for or on behalf of any other party and for the purpose of investment and not with a view to or for sale in connection with any distribution thereof.
Investment Representations of the Purchasers. The Purchasers hereby -------------------------------------------- represent and warrant to the Company that the Purchasers are acquiring the Notes and the Warrants for their own account for investment and not with a view toward the distribution thereof. The Purchasers understand that neither of the Notes, the Warrants 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 Purchasers contained herein.
