Investment Representatives. Seller understands that the valuation of interests in the CAA is uncertain and that the value derives from future transactions and developments that are largely unknown and unknowable. Seller acknowledges that the Consideration being paid hereunder represents an arms’ length negotiation between Pure Cycle and Seller and represents the fair market value of transferred interest. Seller has read and understands the public filings made by Pure Cycle with the Securities and Exchange Commission. In addition, Seller has been given the opportunity to solicit from Pure Cycle all information relevant to valuation of rights under the CAA, and has received all the information requested. Seller has made an investigation of the pertinent facts related to Pure Cycle and the likelihood of payment under the CAA and has reviewed all information regarding Pure Cycle to the extent it deems necessary in order to be fully informed with respect thereto. Seller is a sophisticated investor, knowledgeable and experienced in financial and business matters and in transactions of this nature, and has made its own assessment of the value of the rights under the CAA. Seller is capable of evaluating the merits and risks of this transaction. Seller understands that subsequent events may prove that values of interests in the CAA were higher or lower than the valuation indicated by the Consideration paid hereunder.
Investment Representatives. The Lender hereby represents, warrants and covenants as follows:
(a) The Lender understands that (A) neither the Warrants, Initial Warrant Shares nor Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities laws of any state, based upon applicable exemptions from such registration requirements; (B) the Warrants, the Initial Warrant Shares and Warrant Shares are "restricted securities," as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; (C) the Warrants, Initial Warrant Shares and Warrant Shares may not be sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (D) a legend (in the form of Schedule A hereto) to the foregoing effect will be placed on the certificate or certificates representing the Warrants, Initial Warrant Shares and Warrant Shares; and (E) stop transfer instructions with respect to the foregoing will be placed with the transfer agent for the Warrants, Initial Warrant Shares and Warrant Shares;
(b) The Lender is acquiring the Warrants, Initial Warrant Shares and Warrant Shares solely for the account of the Lender for investment purposes only, and not with a current view towards the distribution thereof;
(c) The Lender shall not sell, transfer, hypothecate or otherwise dispose of the Warrants, Initial Warrant Shares or Warrant Shares other than pursuant to an effective registration statement under the Act unless prior thereto the Company receives either an opinion, in form and substance reasonably acceptable to the Company, of the Company's counsel or counsel for the Lender reasonably acceptable to the Company, that the proposed transaction may be effected without compliance with the registration provisions of the Act;
(d) The Lender has had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons acting on behalf of the Company, concerning the Company and its financial condition, and all such questions, if any, have been answered to the full satisfaction of the Lender;
(e) The Lender is not an "affiliate" of the Company, as such terms are defined under the Act; and
(f) The Lender shall indemnify the Company and hold it harmless from and against any and all losses, damages, liabilities, costs and expenses which it may s...
Investment Representatives. The Purchaser is an “accredited investor” within the meaning of Regulation D promulgated by the SEC under the Securities Act, and (by virtue of its experience in evaluating and investing in private placement transactions of securities in companies similar to the Company) it is capable of evaluating the merits and risks of its investment in the Company. The Purchaser acknowledges that it has had, or will have prior to Closing, the opportunity to ask questions of the officers of the Company. The Purchaser is an informed and sophisticated purchaser, experienced in the evaluation and purchase of interests in companies such as the Company as contemplated hereunder. The Purchaser has or will have undertaken such investigation and has or will have evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In reaching the conclusion that it desires to acquire the Shares, the Purchaser has evaluated its financial resources and investment position and the risks associated with this investment and acknowledges that it is able to bear the economic risks of this investment. As of the date hereof, the Purchaser represents, warrants and agrees that it is acquiring the Shares as principal solely for its own account, for investment, and not with a view to the distribution or resale thereof. The Purchaser further represents that its present financial condition is such that it is not under any present necessity or constraint to dispose of such Shares to satisfy any existing or contemplated debt or undertaking and that the investment is suitable for the Purchaser upon the basis of the Purchaser’s other security holdings, financial situation and needs. The Purchaser acknowledges and understands that it must bear the economic risk of this investment for an indefinite period of time because the offering of the Shares has not been registered under the Securities Act and, accordingly, the Shares must be held indefinitely unless subsequently registered under the Securities Act and/or the Canadian Securities Laws and applicable state and other securities laws or unless an exemption from such registration is available. The Purchaser agrees that any certificates evidencing the Shares must bear a legend restricting the transfer thereof as set forth in Section 2.2 and that a notice may be made in the records of the Company or to its transfer agent...
Investment Representatives. The Purchaser is an “accredited investor” within the meaning of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, and (by virtue of its experience in evaluating and investing in private placement transactions of securities in companies similar to the Company) it is capable of evaluating the merits and risks of its investment in the Company. The Purchaser acknowledges that it has had the opportunity to ask questions of the officers of the Company. In reaching the conclusion that it desires to acquire the Shares, the Purchaser has evaluated its financial resources and investment position and the risks associated with this investment and acknowledges that it is able to bear the economic risks of this investment. As of the date hereof, the Purchaser represents, warrants and agrees that it is acquiring the Shares solely for its own account, for investment, and not with a view to the distribution or resale thereof. The Purchaser further represents that its present financial condition is such that it is not under any present necessity or constraint to dispose of such Shares to satisfy any existing or contemplated debt or undertaking and that the investment is suitable for the Purchaser upon the basis of the Purchaser’s other security holdings, financial situation and needs. The Purchaser acknowledges and understands that it must bear the economic risk of this investment for an indefinite period of time because the offering of the Shares has not been registered under the Securities Act and, accordingly, the Shares must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. The Purchaser agrees that any certificates evidencing the Shares must bear a legend restricting the transfer thereof as set forth in Section 2.2 and that a notice may be made in the records of the Company or to its transfer agent restricting the transfer of the Shares in a manner consistent with the foregoing.
Investment Representatives. Seller understands that the valuation of interests in the CAA is uncertain and that the value derives from future transactions and developments that are largely unknown and unknowable. Seller acknowledges that the Consideration being paid hereunder represents an arms’ length negotiation between Pure Cycle and Seller. Seller has read and understands the public filings made by Pure Cycle with the Securities and Exchange Commission. Seller is a sophisticated investor, knowledgeable and experienced in financial and business matters and in transactions of this nature, and has made its own assessment of the value of the rights under the CAA. Seller is capable of evaluating the merits and risks of this transaction. Seller understands that subsequent events may prove that values of interests in the CAA were higher or lower than the valuation indicated by the Consideration paid hereunder.
Investment Representatives. The issuance of the Shares in this transaction is intended to be a private transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and is made in reliance upon the representations set forth below.
(a) Seller is acquiring the Shares for its own account for investment only and not with a view to, or for sale in connection with, a distribution of the Shares in violation of the Securities Act and any applicable state securities or blue-sky laws;
(b) Seller acknowledges to the Buyer that:
(i) the Buyer has advised Seller that the Shares have not been registered under the Securities Act or under the laws of any state on the basis that the issuance thereof contemplated by this Agreement is exempt from such registration and the certificate representing the Shares shall contain a restrictive legend reflecting the fact that the Shares have not been registered;
(ii) the Buyer's reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of Seller's representations contained herein;
(iii) the Shares cannot be resold without registration or an exemption under the Securities Act and such state securities laws, and that certificates representing the Shares will bear a restrictive legend to such effect as well as a restrictive legend in accordance with the restrictions on transfer contained in Section 1.5;
(iv) Seller has evaluated the merits and risks of acquiring the Shares and has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of such acquisition, is aware of and has considered the financial risks and financial hazards of acquiring the Shares, and is able to bear the economic risk of acquiring the Shares, including the possibility of a complete loss with respect thereto.
Investment Representatives. (a) Each Shareholder represents and warrants that he has not relied on any purchaser representative, or on TeleSpectrum or any other shareholder of TeleSpectrum, in connection with the acquisition of shares of Shares. Each Shareholder (i) has such knowledge, sophistication and experience in business and financial matters that it or he is capable of evaluating the merits and risks of an investment in the Shares (ii) fully understands the nature, scope and duration of the limitations on transfer contained in this Agreement and (iii) can bear the economic risk of an investment in the Shares and can afford a complete loss of such investment. Each Shareholder has had an adequate opportunity to ask questions and receive answers from the officers of TeleSpectrum concerning any and all matters relating to the Exchange described herein including without limitation the background and experience of the officers and directors of TeleSpectrum, the plans for the operations of the business of TeleSpectrum, the business, operations and financial condition of TeleSpectrum, and any plans for additional acquisitions and the like. The Shareholders have asked any and all questions in the nature described in the preceding sentence and all questions have been answered to their satisfaction.
(b) Each Shareholder further represents, warrants, acknowledges and agrees that it or he (i) is acquiring the Shares under this Agreement for its or her own account, as principal and not on behalf of other persons, and for investment and not with a view to the resale or distribution of all or any part of such shares and (ii) will not sell or otherwise transfer such shares unless, in the opinion of counsel who is satisfactory to TeleSpectrum, the transfer can be made without violating the registration provisions of the Securities Act of 1933 Act, as amended (the "1933 Act") and the rules and regulations promulgated thereunder.
Investment Representatives. The parties to this Operating Agreement agree as follows with respect to investment representation.
a. The undersigned Members and Economic Interest Owners, if any, understand:
i) That the Membership Interests and Economic Interests evidenced by this Operating Agreement have not been registered under the Securities Act of 1933, 15 U.S.C. § 15b et. seq., the Georgia Securities Act or any other state securities laws (the "Securities Acts") because the Company is issuing these Membership Interests and Economic Interests in reliance upon the exemptions from the registrations requirements of the Securities Act providing for issuance of securities not involving a public offering;
ii) That the Company has relied upon the fact that the Membership Interests and Economic Interests are to be held by each Member for investment; and
iii) That exemption from registration under the Securities Acts would not be available if the Membership Interests and Economic Interests were acquired by a Member with a view to distribution.
b. Accordingly, each Member and Economic Interest Owner hereby confirms to the Company that the Member and Economic Interest Owner is acquiring the Membership Interests and Economic Interests for the Member's and Economic Interest Owner's own account, for investment and not with a view to the resale of distribution.
i) Each Member and Economic Interest Owner agrees not to transfer, sell, or offer for sale any portion of the Membership Interests or Economic Interests unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and under any applicable state securities laws or unless the holder of Membership Interests or Economic Interests delivers to the Company an opinion of counsel, satisfactory to the Company, that the registration or other qualification under the Securities Act of 1933 and applicable state securities laws is not required in connection with the transfer, offer, or sale.
ii) Each Member and Economic Interest Owner understands that the Company is under no obligation to register the Membership Interests or Economic Interests or to assist the Member or Economic Interest Owner in complying with any exemption from registration under the Acts if the Member or Economic Interest Owner should at a later date wish to dispose of the Member-ship Interest or Economic Interest.
iii) Furthermore, each Member realizes that the Membership Interests and Economic Interests are unlikely to qualify fo...
Investment Representatives. Sellers and Pure Cycle understand that the valuation of interests in the CAA and the common stock of Pure Cycle is uncertain and that such value derives significantly from future transactions and developments that are largely unknown and unknowable. The parties, acknowledge that the Consideration being paid hereunder represents an arms’ length negotiation between Pure Cycle and Xxxxx and represents the fair market value of transferred interest and the Consideration. Xxxxx, on behalf of Sellers, has read and understands the public filings made by Pure Cycle with the Securities and Exchange Commission. In addition, Xxxxx has been given the opportunity to solicit from Pure Cycle all information relevant to valuation of rights under the CAA and regarding Pure Cycle’s business and operations, and has received all the information requested. Xxxxx, on behalf of Sellers, has made an investigation of the pertinent facts related to Pure Cycle, the Common Stock, and the likelihood of payment under the CAA and has reviewed all information regarding Pure Cycle to the extent he deems necessary in order to be fully informed with respect thereto. Xxxxx is acquiring the Common Stock hereunder for his own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Xxxxx is a sophisticated investor, knowledgeable and experienced in securities, financial and business matters and in transactions of this nature, and has made his own assessment of the value of Pure Cycle, Common Stock, and of rights under the CAA. Xxxxx, on behalf of Sellers, is capable of evaluating the merits and risks of this transaction and is able to bear a complete loss of the investment in Pure Cycle Common Stock included herein. The parties understand that subsequent events may prove that values of interests in the CAA and the Common Stock were higher or lower than the valuation indicated by the Consideration paid hereunder.
Investment Representatives. Nature and Survival of Representations and Warranties; Indemnity......12 5.1 Survival of Representations and Warranties.........................12 5.2 Indemnity by the Company...........................................13 5.3 Indemnity by the Purchaser.........................................13 5.4
