Investor Acknowledgments. (1) It is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase. (2) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder. (3) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related Agreements. (4) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operates. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing are a suitable investment for it.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Triton PCS Inc), Preferred Stock Purchase Agreement (Triton PCS Holdings Inc)
Investor Acknowledgments. (1a) It is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase acquisition of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase. It is an existing stockholder of the Company, owning on the date hereof 732,371 shares of the Company's Series A Preferred Stock, par value $0.01 per share, and 366,131 shares of the Company's Series D Preferred Stock.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing acquiring the Securities it is purchasing acquiring hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement (including the Exhibits and the Related AgreementsSchedule attached hereto), and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (xi) any projections, estimates or budgets delivered to or made available to them it of future revenues, expenses or expenditures, or future results of operations and (yii) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement (including the Exhibits and Schedule attached hereto) and such information and documents obtained by it as a stockholder of the Related AgreementsCompany and through its representative who serves as a member of the Company's board of directors.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the Agreement, investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which AT&T PCS and the Company operatesoperate. Based solely on such representations and warranties and such investigations and knowledgeknowledge and such information obtained by AT&T PCS by virtue of its status as a stockholder of the Company and through its representative who serves as a member of the Company's board of directors, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Triton PCS Holdings Inc), Asset Purchase Agreement (Triton Management Co Inc)
Investor Acknowledgments. (1) It Each Cash Equity Investor is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2) It Each Cash Equity Investor has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3) It Each Cash Equity Investor agrees that it is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Xxxxxx Entities, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsAgreement, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsAgreement.
(4) In deciding to invest in the Company, it each Cash Equity Investor has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operates. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing are a suitable investment for it.
Appears in 2 contracts
Samples: Preferred Stock Repurchase and Issuance Agreement (Triton PCS Holdings Inc), Preferred Stock Repurchase and Issuance Agreement (Triton PCS Inc)
Investor Acknowledgments. (1a) It is an "accredited investor" as ------------------------ defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(21) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(32) It is not relying on and acknowledges that no representation is being made by any other Cash Equity InvestorPurchaser, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent DirectorStockholder, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related Agreements.
(43) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing are a suitable investment for it.
Appears in 1 contract
Investor Acknowledgments. (1a) It is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it (including the Confidential Offering Memorandum of Triton PCS dated April 29, 1998) to verify the accuracy of all information furnished to it in connection with such purchase.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related Agreements.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operates. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing are a suitable investment for it.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Triton Management Co Inc)
Investor Acknowledgments. (1a) It Each Management Stockholder is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have He has been provided an opportunity to ask questions of, and have has received answers thereto from, the Company and its representatives regarding the terms and conditions of its his purchase of Securities, and the Company and its proposed business generally, and have has obtained all additional information requested by it him to verify the accuracy of all information furnished to it him in connection with such purchase.
(2b) It Each Management Stockholder has such knowledge and experience in financial and business affairs that it he is capable of evaluating the merits and risks of purchasing the Securities it he is purchasing hereunder.
(3c) It Each Management Stockholder is not relying on and acknowledges that no representation is being made by any other Cash Equity InvestorPurchaser, the Company or any of its officers, employees, Affiliates, agents or representatives, or any other Management Stockholder or Independent DirectorStockholder, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it he is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them him of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representativeshim, except for representations and warranties expressly set forth in this Agreement and the Related Agreements.
(4d) In deciding to invest in the Company, it each Management Stockholder has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself himself and its his representatives and its his and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledge, it he has determined that the Securities it he is purchasing acquiring are a suitable investment for ithim.
Appears in 1 contract
Investor Acknowledgments. (1a) It is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsAgreement, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and such information and documents obtained by it as a stockholder of the Related AgreementsCompany and through its representatives who serve as members of the Company's board of directors, as the case may be.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements Agreement, and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledgeknowledge and such information obtained by him or it by virtue of his or its status as a stockholder of the Company, and through its representatives who serve as members of the Company's board of directors, as the case may be, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 1 contract
Investor Acknowledgments. (1a) It is an "accredited investor" as ------------------------ defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase acquisition of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing acquiring the Securities it is purchasing acquiring hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity InvestorPurchaser, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent DirectorStockholder, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsStockholders Agreement, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsStockholders Agreement.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the Stockholders Agreement, investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 1 contract
Investor Acknowledgments. (1a) It is an "accredited investor" as ------------------------ defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsAgreement, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement Agreement, and such information and documents obtained by it as a stockholder of the Related AgreementsCompany and through its representatives who serve as members of the Company's board of directors, as the case may be.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements Agreement, and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledgeknowledge and such information obtained by it by virtue of its status as a stockholder of the Company, and through its representatives who serve as members of the Company's board of directors, as the case may be, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Telecorp PCS Inc)
Investor Acknowledgments. (1a) It is an "accredited investor" as ------------------------ defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsAgreement, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and such information and documents obtained by it as a stockholder of the Related AgreementsCompany and through its representatives who serve as members of the Company's board of directors, as the case may be.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements Agreement, and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledgeknowledge and such information obtained by him or it by virtue of his or its status as a stockholder of the Company, and through its representatives who serve as members of the Company's board of directors, as the case may be, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
(e) The Purchaser understands that the Securities purchased hereby may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. In particular, the Purchaser is aware that none of the Securities may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Company.
Appears in 1 contract
Investor Acknowledgments. (1a) It Each Management Stockholder is an ------------------------ "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have He has been provided an opportunity to ask questions of, and have has received answers thereto from, the Company and its representatives regarding the terms and conditions of its his purchase of Securities, and the Company and its proposed business generally, and have has obtained all additional information requested by it him to verify the accuracy of all information furnished to it him in connection with such purchase.
(21) It Each Management Stockholder has such knowledge and experience in financial and business affairs that it he is capable of evaluating the merits and risks of purchasing the Securities it he is purchasing hereunder.
(32) It Each Management Stockholder is not relying on and acknowledges that no representation is being made by any other Cash Equity InvestorPurchaser, the Company or any of its officers, employees, Affiliates, agents or representatives, or any other Management Stockholder or Independent DirectorStockholder, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it he is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them him of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representativeshim, except for representations and warranties expressly set forth in this Agreement and the Related Agreements.
(43) In deciding to invest in the Company, it each Management Stockholder has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself himself and its his representatives and its his and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledge, it he has determined that the Securities it he is purchasing are a suitable investment for ithim.
Appears in 1 contract
Investor Acknowledgments. (1a) It is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase acquisition of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase. It is an existing stockholder of the Company, owning on the date hereof 732,371 shares of the Series A Preferred Stock and 366,131 shares of Series D Preferred Stock.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing acquiring the Securities it is purchasing acquiring hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement (including the Exhibits and the Related AgreementsSchedule attached hereto), and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (xi) any projections, estimates or budgets delivered to or made available to them it of future revenues, expenses or expenditures, or future results of operations and (yii) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement (including the Exhibits and Schedule attached hereto) and such information and documents obtained by it as a stockholder of the Related AgreementsCompany and through its representative who serves as a member of the Company's board of directors.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the Agreement, investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which AT&T PCS and the Company operatesoperate. Based solely on such representations and warranties and such investigations and knowledgeknowledge and such information obtained by AT&T PCS by virtue of its status as a stockholder of the Company and through its representative who serves as a member of the Company's board of directors, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 1 contract
Samples: License Exchange and Acquisition Agreement (Triton PCS Holdings Inc)
Investor Acknowledgments. (1a) It Each Purchaser is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity InvestorPurchaser, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent DirectorStockholder, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related Agreements.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 1 contract
Investor Acknowledgments. (1a) It is an "accredited investor" as ------------------------ defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2b) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3c) It is not relying on and acknowledges that no representation is being made by any other Cash Equity Investor, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent Director, except for representations and warranties expressly set forth in this Agreement and the Related AgreementsAgreement, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement Agreement, the Related Agreements and the Related AgreementsAgreement Amendments and such information and documents obtained by it as a stockholder of the Company and through its representatives who serve as members of the Company's board of directors, as the case may be.
(4d) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements Agreement, and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledgeknowledge and such information obtained by him or it by virtue of his or its status as a stockholder of the Company, and through its representatives who serve as members of the Company's board of directors, as the case may be, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 1 contract
Investor Acknowledgments. (1i) It is an "accredited investor" as defined in Regulation D of the Securities Act. Its representatives have been provided an opportunity to ask questions of, and have received answers thereto from, the Company and its representatives regarding the terms and conditions of its purchase of Securities, and the Company and its proposed business generally, and have obtained all additional information requested by it to verify the accuracy of all information furnished to it in connection with such purchase.
(2ii) It has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits and risks of purchasing the Securities it is purchasing hereunder.
(3iii) It is not relying on and acknowledges that no representation is being made by any other Cash Equity InvestorPurchaser, the Company or any of its officers, employees, Affiliates, agents or representatives, or any Management Stockholder or Independent DirectorStockholder, except for representations and warranties expressly set forth in this Agreement and the Related Agreements, and, in particular, it is not relying on, and acknowledges that no representation is being made in respect of, (x) any projections, estimates or budgets delivered to or made available to them of future revenues, expenses or expenditures, or future results of operations and (y) any other information or documents delivered or made available to it or its representatives, except for representations and warranties expressly set forth in this Agreement and the Related Agreements.
(4iv) In deciding to invest in the Company, it has relied exclusively on the representations and warranties expressly set forth in this Agreement and the Related Agreements and the investigations made by itself and its representatives and its and such representatives' knowledge of the industry in which the Company operatesproposes to operate. Based solely on such representations and warranties and such investigations and knowledge, it has determined that the Securities it is purchasing acquiring are a suitable investment for it.
Appears in 1 contract