Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. (c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. (d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act. (e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment. (f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations. (g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder. (h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 12 contracts
Samples: Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
(b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 7 contracts
Samples: Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 5 contracts
Samples: Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no votingvoting (unless the Investor is a Major Investor), information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (ai) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 4 contracts
Samples: Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b. If the Investor has checked the box next to “Accredited Investor” on the signature page, the Investor represents that he, she or it is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. If the Investor has checked the box next to “Unaccredited Investor” on the signature page, the Investor represents that he, she or it is complying with the rules and regulations of Regulation Crowdfunding, including the investment limits set forth in Section 4(a)(6) of the Securities Act. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act Act, or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may and, therefore, cannot be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) unless an exemption from such registration requirements is available. The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) . The Investor acknowledges, has such knowledge and is purchasing this instrument experience in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges financial and business matters that the Investor has received all is capable of evaluating the information the Investor has requested from the Company merits and the Investor considers necessary or appropriate for deciding whether risks of such investment, is able to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions incur a complete loss of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to such investment without impairing the Investor. In deciding ’s financial condition and is able to purchase this instrument, bear the Investor is not relying on the advice or recommendations economic risk of the Company or such investment for an indefinite period of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investmenttime.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 4 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Investor Representations. The Investor represents and warrants the following to the Company and its affiliates as of the date of this SAFT and as of the Token Delivery Date.
(a) The Investor has full legal capacity, power and authority to execute and deliver this instrument SAFT and to perform his, her or its obligations hereunder. This instrument SAFT constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor is: (i) an “accredited Investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act; or (ii) not a U.S. person within the meaning of Rule 902 of Regulation S under the Securities Act. The Investor has been advised that this instrument and the underlying securities have SAFT is a security that has not been registered under the Securities Act Act, or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may and, therefore, cannot be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) unless an exemption from such registration requirements is available. The Investor is purchasing this security instrument and the securities to be acquired by the Investor hereunder for his, her or its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition, and is able to bear the economic risk of such investment for an indefinite period of time. The Investor further represents that he, she or it has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company, regarding the SAFT Offering and this SAFT.
(c) The Investor is not a resident of the state of New York.
(d) The Investor acknowledgesincorporates and restates in this SAFT by reference all representations and warranties made by the Purchaser contained in the Purchase Agreement. The Investor further represents that he, she or it has read the Purchase Agreement, understands and agrees to be bound by its terms, and is purchasing this instrument in compliance withhas been provided the opportunity to ask the Company questions, and where applicable, has received answers from the investment limitations set forth in Rule 100(a)(2) of Regulation CFCompany, promulgated under Section 4(a)(6)(B) of regarding the Securities ActPurchase Agreement.
(e) The Investor acknowledges agrees to be bound by any affirmation, assent or agreement that he, she or it transmits to the Investor has received all Company or the information the Investor has requested Company’s affiliates by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent he, she or it gives to receive communications from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the InvestorCompany’s affiliates solely through electronic transmission. The Investor understands agrees that no federal when he, she or state agency has passed upon it clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field with his, her or its mouse, keystroke or other device, the merits Investor’s agreement or risks consent will be legally binding and enforceable against he, she or it and will be the legal equivalent of his, her or its handwritten signature on an investment in this instrument agreement that is printed on paper. The Investor agrees that the Company and any of the underlying securities or made Company’s affiliates may send the Investor electronic copies of any finding or determination concerning the fairness or advisability and all communications associated with its purchase of this investmentTokens.
(f) The Investor understands has reviewed with Investor’s tax advisors the federal, state, local and acknowledges that as a Crowd Safe investorforeign tax consequences of this investment and the transactions contemplated by this SAFT and the Purchase Agreement. The Investor is relying solely on such advisors and not on any statements or representations of the Company, the Investor shall have no voting, information Blockstack or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) of its agents. The Investor understands that no public market now exists for any of the securities issued by Investor (and not the Company, and Blockstack or any of their affiliates) shall be responsible for the Investor’s tax liability that the Company has made no assurances that may arise as a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) result of the Internal Revenue Code of 1986, as amended), transactions contemplated by this SAFT or the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;Purchase Agreement.
Appears in 3 contracts
Samples: Simple Agreement for Future Tokens (Saft) (Blockstack Inc.), Simple Agreement for Future Tokens (Saft) (Blockstack Token LLC), Simple Agreement for Future Tokens (Saft) (Blockstack Token LLC)
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B4(a)(6) (B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
(b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 3 contracts
Samples: Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity
Investor Representations. (a) The Investor has full legal capacity, power Shares acquired by Purchaser hereunder will be acquired by Purchaser for its own account for investment purposes and authority not with a view to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation distribution in violation of the InvestorSecurities Act. Purchaser does not presently have any contract, enforceable in accordance undertaking or agreement with its termsany Person to sell, except as limited transfer or grant participation rights to such Person or to any other Person with respect to any of the Shares acquired by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equityPurchaser hereunder.
(b) The Investor has been advised Purchaser is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.
(c) Purchaser understands that this instrument the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the underlying securities have not been Securities Act only in certain limited circumstances. Purchaser acknowledges and agrees that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant an exemption from such registration is available or the Company receives an opinion of counsel reasonably satisfactory to Section 4(a)(6) the Company that such registration is not required. Purchaser has been advised or is aware of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered provisions of Rule 144 promulgated under the Securities Act and applicable state securities laws or pursuant as in effect from time to time (“Rule 501 144”), which permit limited resale of Regulation CF, shares purchased in which case a private placement subject to the satisfaction of certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the sameconditions.
(d) The Investor acknowledges, Purchaser acknowledges and agrees that it can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is purchasing this instrument in compliance with, capable of evaluating the merits and risks of the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges Shares. Purchaser believes that the Investor it has received all the information the Investor has requested from the Company and the Investor it considers necessary or appropriate for deciding whether to acquire this instrument and purchase the underlying securities, and the Investor Shares acquired by Purchaser hereunder. Purchaser further represents that the Investor it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy offering of the information given Shares.
(e) Purchaser has not agreed to the Investor. In deciding to purchase incur, directly or indirectly, any liability for brokerage or finders’ fees, agents’ commissions or other similar charges in connection with this instrument, the Investor is not relying on the advice Agreement or recommendations any of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investmenttransactions contemplated hereby.
(f) The Investor understands Purchaser is not relying and acknowledges that as a Crowd Safe investorhas not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the Investor shall have no votingrepresentations and warranties in Section 2 and Section 3, information or inspection rights, aside from any disclosure requirements including the Company is required to make under relevant securities regulationsDisclosure Schedule. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated by this Agreement and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company.
(g) The Investor understands that no public market now exists for any In connection with the due diligence investigation of the securities issued Company by Purchaser and its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Purchaser and its affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Purchaser will have no claim against the Company, or any of its affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other Person with respect thereto unless any such information is expressly addressed or included in a representation or warranty contained in this Agreement. Accordingly, Purchaser hereby acknowledges and agrees that neither the Company nor any of its respective affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, nor any other Person, has made no assurances that or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans unless any such information is expressly addressed or included in a public market will ever exist for representation or warranty contained in this instrument and the securities to be acquired by the Investor hereunderAgreement.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Ultragenyx Pharmaceutical Inc.), Common Stock Purchase Agreement (Ultragenyx Pharmaceutical Inc.)
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument REG-CF SAFE and to perform its obligations hereunder. This instrument REG-CF SAFE constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument REG-CF SAFE and any securities to be acquired by the underlying securities Investor hereunder (the “Securities”) have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument REG-CF SAFE nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument REG-CF SAFE and the securities any Securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Investor’s representations as expressed herein.
(d) The Investor acknowledges, and is purchasing this instrument REG-CF SAFE in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument REG-CF SAFE and the any underlying securitiesSecurities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument REG-CF SAFE and the any underlying securities Securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrumentREG-CF SAFE, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx the Intermediary and the Investor has made its own independent decision that an investment in this instrument REG-CF SAFE and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument REG-CF SAFE and the any underlying securities Securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe REG-CF SAFE investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument REG-CF SAFE and the securities any Securities to be acquired by the Investor hereunder.
(h) The Investor is not (i) a citizen or resident of a geographic area in which the purchase or holding of the REG-CF SAFE and the underlying securities is prohibited by applicable law, decree, regulation, treaty, or administrative act,
(ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Investor hereby represents and agrees that if Investor’s country of residence or other circumstances change such that the above representations are no longer accurate, Investor will immediately notify Company. Investor further represents and warrants that it will not knowingly sell or otherwise transfer any interest in the REG-CF SAFE or any underlying Securities to a party subject to U.S. or other applicable sanctions.
(i) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrumentinvitation, subscription and payment for, and continued ownership of, its beneficial interest in the REG-CF SAFE and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction, including (ai) the legal requirements within its jurisdiction for the subscription and the purchase of this instrumentits beneficial interest in the REG-CF SAFE; (ii) any foreign exchange restrictions applicable to such subscription and purchase;
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx OpenDeal Inc. and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investorholder of this instrument, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no votingvoting (unless the Investor is a Major Investor), information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (ai) the legal requirements within its jurisdiction for the purchase of this instrument;; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) . The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) . The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) . The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) . The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx OpenDeal Inc. and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) . The Investor understands and acknowledges that as a Crowd Safe investorholder of this instrument, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) . The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) . If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument REG-CF SAFE and to perform its obligations hereunder. This instrument REG-CF SAFE constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument REG-CF SAFE and any securities to be acquired by the underlying securities Investor hereunder (the “Securities”) have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument REG-CF SAFE nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument REG-CF SAFE and the securities any Securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Investor’s representations as expressed herein.
(d) The Investor acknowledges, and is purchasing this instrument REG-CF SAFE in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument REG-CF SAFE and the any underlying securitiesSecurities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument REG-CF SAFE and the any underlying securities Securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrumentREG-CF SAFE, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx the Intermediary and the Investor has made its own independent decision that an investment in this instrument REG-CF SAFE and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument REG-CF SAFE and the any underlying securities Securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe REG-CF SAFE investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument REG-CF SAFE and the securities any Securities to be acquired by the Investor hereunder.
(h) If the The Investor is not (i) a United States person (as defined by Section 7701(a)(30) citizen or resident of a geographic area in which the purchase or holding of the Internal Revenue Code of 1986REG-CF SAFE and the underlying securities is prohibited by applicable law, as amended)decree, the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrumentregulation, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;treaty, or administrative act,
Appears in 1 contract
Samples: Subscription Agreement
Investor Representations. (a) The Investor has full legal capacity, power Shares acquired by Purchaser hereunder will be acquired by Purchaser for its own account for investment purposes and authority not with a view to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation distribution in violation of the InvestorSecurities Act. Purchaser does not presently have any contract, enforceable in accordance undertaking or agreement with its termsany Person to sell, except as limited transfer or grant participation rights to such Person or to any other Person with respect to any of the Shares acquired by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equityPurchaser hereunder.
(b) The Investor has been advised Purchaser is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.
(c) Purchaser understands that this instrument the Shares are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the underlying securities have not been Securities Act only in certain limited circumstances. Purchaser acknowledges and agrees that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant an exemption from such registration is available or the Company receives an opinion of counsel reasonably satisfactory to Section 4(a)(6) the Company that such registration is not required. Purchaser has been advised or is aware of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered provisions of Rule 144 promulgated under the Securities Act and applicable state securities laws or pursuant as in effect from time to time (“Rule 501 144”), which permit limited resale of Regulation CF, shares purchased in which case a private placement subject to the satisfaction of certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the sameconditions.
(d) The Investor acknowledgesPurchaser acknowledges and agrees that it can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. Purchaser has been furnished with materials relating to the offer and sale of the Shares that have been requested by Purchaser, and is purchasing this instrument in compliance with, Purchaser has had the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of opportunity to review the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor SEC Filings. Purchaser further represents that the Investor it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy offering of the information given Shares. The foregoing, however, does not modify, amend or affect Purchaser’s right to the Investor. In deciding to purchase this instrument, the Investor is not relying rely on the advice or recommendations truth, accuracy and completeness of the Company or of Xxxxxxxx.xx Company’s representations and the Investor has made its own independent decision that an investment warranties contained in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability Section 2 of this investmentAgreement.
(e) Purchaser has not agreed to incur, directly or indirectly, any liability for brokerage or finders’ fees, agents’ commissions or other similar charges in connection with this Agreement or any of the transactions contemplated hereby that would impose any liability of the Company.
(f) The Investor understands Purchaser is not relying and acknowledges that as a Crowd Safe investorhas not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements representations and warranties of the Company is required set forth in Section 2, subject to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any the exceptions to such representations and warranties set forth in the Company Disclosure Schedule. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the securities issued Company in connection with the transactions contemplated by this Agreement and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument instru- ment and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ creditors ’rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying un- derlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment in- vestment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions con- ditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx its intermediary required by Regulation CF, and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal In- ternal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Samples: Securities Agreement
Investor Representations. (a) 4.1 The Investor has full legal capacity, power and authority to execute and deliver this instrument SAFE and to perform its obligations hereunder. This instrument SAFE constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) 4.2 The Investor has been advised that this instrument had an opportunity to discuss the Company’s business, management, financial affairs and the underlying securities have not been registered terms and conditions of the offering of the Share Capital with the Company’s management and to consult with its advisors with respect to such matters.
4.3 The Investor understands that no public market now exists for the Share Capital, and that the Company has made no assurances that a public market will ever exist for the Share Capital.
4.4 The Investor is either (i) an “accredited Investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act Act; or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6(ii) not a U.S. person within the meaning of Rule 902 of Regulation S under the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this security instrument and the securities to be acquired by the Investor hereunder for his, her or its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) . The Investor acknowledgeshas such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition, and is purchasing this instrument in compliance with, able to bear the economic risk of such investment limitations set forth in Rule 100(a)(2) for an indefinite period of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Acttime.
(e) The Investor acknowledges that 4.5 In the Investor has received all event of an Initial Public Offering, if required by the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrumentunderwriters, the Investor is not relying on the advice or recommendations will enter into a lock-up agreement in respect of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the InvestorSAFE Shares. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements appoints the Company is required as its agent and attorney-in-fact to make under relevant securities regulationsexecute, on the Investor’s behalf, any such lock-up agreement.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Samples: Safe (ParaZero Technologies Ltd.)
Investor Representations. (a) a. The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) b. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) c. The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor understands that the Common Stock has not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Investor’s representations as expressed herein.
(d) d. The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) e. The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) f. The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
g. The Investor is not (hi) a citizen or resident of a geographic area in which the purchase or holding of the Common stock is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Investor hereby represents and agrees that if Investor’s country of residence or other circumstances change such that the above representations are no longer accurate, Investor will immediately notify Company. Investor further represents and warrants that it will not knowingly sell or otherwise transfer any share of Common Stock to a party subject to U.S. or other applicable sanctions.
h. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrumentinvitation, subscription and payment for, and continued ownership of, its beneficial interest in the shares of Common Stock will not violate any applicable securities or other laws of the Investor’s jurisdiction, including (ai) the legal requirements within its jurisdiction for the subscription and the purchase of its beneficial interest in the Common Stock; (ii) any foreign exchange restrictions applicable to such subscription and purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Common Stock. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Common Stock (and the Investor’s beneficial interest therein).
i. If the Investor is a corporate entity: (i) such corporate entity is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this instrument;Agreement; (ii) the execution, delivery and performance by the Investor of the Agreement is within the power of the Investor and has been duly authorized by all necessary actions on the part of the Investor; (iii) to the knowledge of the Investor, it is not in violation of its current charter or bylaws, any material statute, rule or regulation applicable to the Investor; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Investor; result in the acceleration of any material indenture or contract to which the Investor is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Purchase Amount.
j. The Investor further acknowledges that it has read, understood, and had ample opportunity to ask Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC.
k. The Investor represents that the Investor understands the substantial likelihood that the Investor will suffer a TOTAL LOSS of all capital invested, and that Investor is prepared to bear the risk of such total loss.
Appears in 1 contract
Samples: Subscription Agreement
Investor Representations. The Investor hereby represents and warrants to the Company, as of the date hereof, the following:
(a) The the Investor is an individual whose primary residence is the State of Arizona, and has full legal capacity, power and authority to execute enter into and deliver perform this instrument and to perform its obligations hereunder. This instrument constitutes a Agreement, which Agreement, once executed by the Investor, shall be the valid and binding obligation of the Investorsuch party, enforceable against such party by any court of competent jurisdiction in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.;
(b) The the person signing this Subscription Agreement is acting in his individual capacity as Investor with full
(c) with respect to all Shares being acquired by the Investor hereunder:
(i) the Investor is acquiring the Shares for his own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; the Investor has been advised that this instrument no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Shares (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement;
(ii) the subscription for Shares by the Investor hereunder is not the result of any form of general solicitation or general advertising;
(iii) the Investor hereby acknowledges that: (A) the offering of the Shares was made only through direct, personal communication between the Investor and the underlying securities Company; (B) the Investor has had full access to material concerning the Company's planned business and operations, which material was furnished or made available to the Investor by officers or representatives of the Company; (C) the Company has given the Investor the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) the Investor understands and acknowledges that the Shares are subject to substantial restrictions upon the transfer thereof, and that a purchaser of the Shares must be prepared to bear the economic risk of such investment for an indefinite period;
(iv) the Investor understands that the Shares have not been registered under the Securities Act of 1933 (the "Act") or any state securities act (nor passed upon by the SEC or any state securities commission), and that the Shares may never be registered or qualified by the Investor under federal or state securities laws solely in reliance upon an available exemption from such registration or qualification, and are offered and hence such Shares cannot be sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are subsequently so registered under or qualified, or are otherwise subject to any applicable exemption from such registration requirements; and
(v) the Investor further understands and acknowledges that (A) the Shares have not been registered with the Arizona Securities Act Commission, and applicable state are being issued to the Investor in that State pursuant to and in reliance upon the exemption from such registration provided by Section 44-1844 of the Arizona Revised Statutes as a sale of securities laws within the State not involving any public offering; (B) the Shares may not be resold to any person unless and until such registration has occurred or pursuant to an exemption from registration permitted by the applicable securities laws and regulations of the State of Arizona; and (C) that there are substantial restrictions on transfer of the Shares, as set forth herein and by legend on the reverse side of every certificate evidencing the ownership of the Shares;
(d) the Investor is either (i) an "accredited investor" as such term is defined in Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired D promulgated by the Investor hereunder Securities and Exchange Commission under the Act, or (ii) a sophisticated investor meeting the minimum standards for its own account for investmentan investment in an unregistered security under applicable securities laws and possessing such knowledge and experience as is necessary, not individually or together with such person's financial or investment advisors, to make a determination as a nominee or agentto the merits and risks of investing in securities generally, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.Shares; and
(e) The Investor acknowledges that the Investor has received all been advised to consult with an attorney regarding legal matters concerning the information purchase and ownership of the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securitiesShares, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company with a tax advisor regarding the terms and conditions tax consequences of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investmentpurchasing such Shares.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacityhereby represents, power warrants and authority acknowledges to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation the Company: (i) the Investor is an accredited investor as defined in Rule 501(a) of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered Regulation D under the Securities Act or any state securities laws Act; (ii) the Investor has such experience in financial and are offered business matters that it is capable of evaluating the merits and sold hereby pursuant to Section 4(a)(6risks of its investment in the Equity Unit; (iii) the Investor acknowledges that this investment is speculative and involves a high degree of risk, and the Investor is capable of bearing all of the Securities Act. The economic risks of this investment, including the possible loss of its investment; (iv) the Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered offer is being made pursuant to an exemption from registration under the Securities Act and applicable pursuant to similar exemptions under certain state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
laws; (cv) The the Investor acknowledges that the Equity Unit will be deemed "restricted securities” under applicable rules promulgated under the Securities Act; (vi) the Investor is purchasing this instrument and acquiring the securities to be acquired by the Investor hereunder Equity Unit for its own account account, for investment, not as a nominee or agent, investment and not with a view to, or for resale sale in connection with, the any distribution thereof, and nor with any present intention of distributing or selling the same; (vii) the Investor understands that it will not be able to transfer or make any other disposition of the Equity Unit unless such transfer or disposition is registered or qualified under all applicable federal or state securities laws or an exemption from such registration or qualification is available; (viii) the Investor understands that the certificates representing the Equity Unit will bear a legend evidencing the restrictions on transfer described herein; (ix) the Investor has no present intention of sellinghad an opportunity to review the public information available about the Company, granting any participation in, or otherwise distributing including the same.
(d) The Investor acknowledgesdocuments filed by the Company with the SEC, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding in connection with the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy purchase of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and Equity Unit; (x) the Investor has made its own independent decision that an investment in full power and authority to execute, deliver and perform this instrument Agreement; and the underlying securities is suitable and appropriate for the Investor. The (xi) neither Investor understands that no federal or state agency has passed upon the merits or risks nor any affiliate of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information acting on its behalf or inspection rights, aside from pursuant to any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for understanding with it has executed or will execute any short sales of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder’s stock or warrants.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Samples: Securities Purchase Agreement (Neah Power Systems, Inc.)
Investor Representations. (a) The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in comparable companies, and has full legal capacityrequested, power received, reviewed and authority considered all information it deemed relevant in making an informed decision to execute purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on Schedule I hereto in the ordinary course of its business for its own account for investment only and deliver with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except pursuant to sales registered, or exempted from registration, under the Securities Act; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder and the provisions of this instrument Agreement; and (iv) the Investor has relied, in connection with its decision to purchase the number of Shares set forth on Schedule I hereto, solely upon the provisions of this Agreement and independent investigations made by it, and its representatives have been given the opportunity to ask questions of, and to perform its obligations hereunder. This instrument constitutes a valid receive answers from, management and binding obligation other persons acting on behalf of the InvestorCompany concerning the Company and the terms and conditions of the transactions contemplated by this Agreement, enforceable in accordance with its termsand to obtain any additional information, except as limited by bankruptcyto the extent such persons possess such information. Notwithstanding the foregoing, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised relied only upon the representations and warranties of the Company set forth in this Agreement, and is not relying on any statement, written or oral, made by or on behalf of the Company in making such investment decision. Subject to Article IV hereof, the Investor understands that this instrument and its acquisition of the underlying securities have Shares has not been registered under the Securities Act or registered or qualified under any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may applyInvestor's investment intent as expressed herein.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B4(a)(6) (B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no votingvoting (unless the Investor is a Major Investor), information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (ai) the legal requirements within its jurisdiction for the purchase of this instrument;
(ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no votingvoting (unless the Investor is a Major Investor), information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument Agreement and to perform its obligations hereunder. This instrument Agreement constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor is: (I) an Accredited Investor or other qualified purchaser as such terms are defined in Rule 501, 504, 505 and 506 of Regulation D under the Securities Act; (ii) an eligible person listed under Rule 701(c) of the Securities Act; or (iii) not a U.S. person within the meaning of Rule 902 of Regulation S under the Securities Act. The Investor has been advised that this instrument and the underlying securities have Agreement is a security that has not been registered under the Securities Act Act, or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may and, therefore, cannot be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) unless an exemption from such registration requirements is available. The Investor is purchasing this security instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor can evaluate the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition, and is able to bear the economic risk of such investment for an indefinite period of time. The Investor further represents that it has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company, regarding the Offering and this Agreement.
(c) The Investor incorporates and restates in this Agreement by reference all representations and warranties made by the Purchaser. The Investor further represents that it has read the Agreement, understands and agrees to be bound by its terms, and has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company, regarding the Agreement
(d) The Investor acknowledgesagrees to be bound by any affirmation, assent or agreement that it transmits to the Company or the Company’s affiliates by computer or other electronic device, including internet, telephonic and is purchasing this instrument in compliance withwireless devices, the investment limitations set forth in Rule 100(a)(2) of Regulation CFincluding, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested but not limited to, any consent it gives to receive communications from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the InvestorCompany’s affiliates solely through electronic transmission. The Investor understands agrees that no federal when it clicks on an “I Agree,” “I Consent,” or state agency has passed upon other similarly worded button or entry field with its mouse, keystroke or other device, the merits Investor’s agreement or risks consent will be legally binding and enforceable against it and will be the legal equivalent of its handwritten signature on an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) agreement that is printed on paper. The Investor understands and acknowledges agrees that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for and any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by ’s affiliates may send the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) electronic copies of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of any and all communications associated with its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;Coins.
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacityPurchaser is an “accredited investor” as defined in 17 C.F.R. §230.501(a)(3) (Regulation D promulgated under the Securities Act) and is a sophisticated, power well-informed investor capable of evaluating the merits and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation risks of an investment in the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equityCompany Equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby Company Equity to be received by Purchaser pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor Agreement is purchasing this instrument and the securities to be acquired being obtained by the Investor hereunder Purchaser for its Purchaser’s own account for investmentaccount, not as a nominee or agent, and not with a view to, to the resale or for resale in connection with, the distribution of any part thereof, and the Investor Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Purchaser further represents that Purchaser does not presently have any contract, undertaking, agreement, or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Company Equity.
(c) Purchaser has had an opportunity to discuss the Companies’ business, management, financial affairs, and the terms and conditions of the sale of the Company with the Companies’ management, and has had an opportunity to review the Companies’ facilities. However, the foregoing representation, does not limit or modify the representations and warranties of Parent and the Companies in Section 3 or the right of Purchaser to rely thereon.
(d) The Investor acknowledgesPurchaser understands that: (i) the Company Equity has not been registered under the Securities Act or the Laws of any U.S. state or foreign nation, and are subject to restrictions on transferability and resale as “Restricted Securities” (as such term is purchasing this instrument defined in compliance with, 17 C.F.R. §230.144); (ii) Purchaser must hold the investment limitations set forth in Rule 100(a)(2Company Equity indefinitely unless: (i) of Regulation CF, promulgated it is registered under Section 4(a)(6)(B) the Securities Act or are otherwise exempt from the registration requirements of the Securities ActAct pursuant to an available exemption and (ii) a sale or transfer is permitted by applicable U.S. state securities Laws.
(e) The Investor acknowledges that the Investor None of Purchaser or any of its Representatives or Affiliates has either directly or indirectly received all the information the Investor has requested from the Company and the Investor considers necessary any general solicitation or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given advertisement relating to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations offer and sale of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investmentEquity.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, Purchaser presently maintains its principal executive office in the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements State of Florida. Purchaser has primarily conducted all negotiations relating the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the CompanyTransactions, and that has executed this Agreement, inside the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunderState of Florida.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Samples: Equity Purchase Agreement (1347 Property Insurance Holdings, Inc.)
Investor Representations. (The Investor hereby represents and warrants to the Company, effective as of the date of this Agreement and at Closing, as follows:
a) The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Arizona and has full legal capacity, the corporate power and authority to execute and deliver this instrument carry on its business as now conducted, and to perform its obligations hereunder. This instrument constitutes a valid own and binding obligation operate the properties and assets now owned and operated by it.
b) The execution and delivery of this Agreement, the Note and the Stock Pledge Agreement and consummation of the transaction contemplated thereby has been duly authorized by all necessary corporate action of the Investor and does not conflict with the terms of the articles or organization, operating agreement or material agreements of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(bc) The Investor is relying solely on the information filed by the Company with the SEC or contained in this Agreement, which the Investor acknowledges it has received, read and understood the terms contained herein and is not relying upon any oral representations in making the decision to purchase the Shares.
d) The Investor has carefully reviewed and understands the risks of, and other consideration relating to, the purchase of the Shares, including without limitation the risks set forth in the “Risk Factors” section of the Company’s Annual Report.
e) The Investor is an accredited investor, is familiar with the risks inherent in speculative investments such as in the Company, and has such knowledge and experience in financial business matters that it is capable of evaluating the merits and risks of the investment in the Shares.
f) The Investor is purchasing the Shares without being furnished any offering literature or prospectus.
g) The Investor has been advised afforded the opportunity to ask questions of, and receive answers from, the Company’s management about the business and affairs of the Company and concerning the terms and conditions of the offering of the Shares, and to obtain any additional information, to the extent that this instrument the Company possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information otherwise obtained by or furnished to the Investor in connection with the offering of the Shares. The Investor agrees that the Company has furnished to the Investor all information which the Investor considered necessary to form a decision concerning the purchase of the Shares, and no valid request to the underlying securities Company by the Investor for information of any kind about the Company has been refused or denied by the Company or remains unfulfilled as of the date hereof.
h) The Investor recognizes that the Shares have not been registered under the Securities Act or of 1933, as amended (“Securities Act”), nor under the securities laws of any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) and, therefore, cannot be resold unless resale of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are Shares is registered under the Securities Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in herein or the fairness of the terms of the offering; the Investor may not sell the Shares without registering them under the Securities Act and any applicable state securities laws or pursuant unless exemptions from such registration requirements are available with respect to Rule 501 of Regulation CF, in which case certain state transfer restrictions may applyany such sale.
(ci) The Investor is purchasing this instrument and the securities to be Shares being acquired by Investor are being acquired for the Investor hereunder for its Investor’s own account and for investment, not as a nominee or agent, the purpose of investment and not with a view to, or for resale in connection with, the resale, transfer or other distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument thereof in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) violation of the Securities Act, nor with any present intention of so reselling, transferring or distributing the Shares. Any sale, transfer or other disposition of the Shares will be made only if such securities are registered under the Securities Act, or the sale is made in compliance with an exemption under the Securities Act, or the rules thereunder, and any applicable state securities laws. No one other than the Investor has any beneficial interest in said securities.
(ej) The Investor understands and acknowledges that the Investor has received no right to require registration of resale of the securities purchased hereby under the Securities Act or under any state securities laws.
k) The Investor is an “Accredited Investor” within the meaning of Regulation D promulgated under the Securities Act. An Accredited Investor shall mean any person who comes within any of the following categories, or who the Company reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Securities Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in an individual or fiduciary capacity; brokers and dealers registered under Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; a Small Business Investment Company licensed by the U. S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000;
(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets of more than $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching that same level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and
(8) Any entity in which all of the information equity owners are Accredited Investors.
l) The Investor recognizes that the total amount of funds tendered to purchase the Shares is placed at the risk of the business and may be completely lost. The Investor understands that there can be no assurance of profitable operations and that the purchase of Shares as an investment involves substantial risks.
m) The Investor realizes that the Shares cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore the Shares must not be purchased unless the Investor has requested from the Company liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Investor considers necessary or appropriate can provide for deciding whether current needs and possible personal contingencies.
n) The Investor confirms and represents that the Investor is able (i) to acquire this instrument and bear the underlying securitieseconomic risk of Investor’s investment, (ii) to hold the securities for an indefinite period of time, and (iii) to afford a complete loss of the Investor’s investment. The Investor also represents that the Investor has had (i) adequate means of providing for the Investor’s current needs and possible personal contingencies, and (ii) no need for liquidity in this particular investment.
o) The Investor understands that there are substantial restrictions on the transferability of the component parts of the Shares and that any certificate or other document evidencing the component parts of the Shares will have substantially the following restrictive legend thereon: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
p) All information which the Investor has provided to the Company concerning the Investor’s financial position and knowledge of financial and business matters is correct and complete as of the date set forth herein, and if there should be any material change in such information prior to acceptance of this Agreement by the Company, the Investor will immediately provide the Company with such information.
q) In subscribing for the Shares, the Investor is relying solely upon independent investigation and has carefully considered the Company’s business, prospects, operations and financial condition and has, to the extent the Investor believes such discussion necessary, discussed with the Investor’s professional legal, tax and financial advisors and the Investor’s other representative(s), if any, the suitability of an investment in the Company for the Investor’s particular tax and financial situation and the Investor and the Investor’s advisors or the Investor’s other representative(s), if any, have determined that the investment is a suitable investment for the Investor.
r) The Investor is familiar with the terms, risks and merits of an investment in the Company through the subscription for the purchase of the Shares. The Investor has been presented with and has acted upon the opportunity to ask questions and receive answers from the Company regarding relating to the terms and conditions of this instrument and the underlying securities and offering in order to obtain any additional information necessary to verify the accuracy of the information given made available to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(fs) The Investor understands and acknowledges has not become aware of the offering of the Shares by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that as a Crowd Safe investor, the Investor shall have no voting, information attended have been invited by any such or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulationssimilar means of general solicitation or advertising.
(gt) The Investor understands that no public market now exists for any is a bona fide resident of the securities issued by state set forth as his, her or its “residence address” in this Agreement, and that (i) if a corporation, partnership, trust, or other form of business organization, it has its principal office within such state; (ii) if an individual, he or she has his or her principal residence in such state; and (iii) if a corporation, partnership, trust, or other form of business organization which was organized for the specific purpose of acquiring the Shares in the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws all of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase beneficial owners are residents of this instrument;such state.
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. Investor agrees that it will in no event make any disposition of the Securities unless and until: (i) the Company shall have received a letter secured by such Investor from the Securities Exchange Commission (the “SEC”) stating that no action will be recommended to the SEC with respect to the proposed disposition, or (ii) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or (iii) such Investor shall have notified the Company of the detailed circumstances of the proposed disposition and, if the Company so requests, shall have provided the Company with an opinion of counsel for such Investor to the effect that such disposition will not require registration of such Securities under the Act, which opinion shall be in form and substance reasonably satisfactory to the Company’s counsel; provided, however, that no such opinion need be supplied in connection with a distribution in kind by an Investor that is a partnership to its partners (or former or retired partners or the estates thereof), provided that such persons agree to be subject to the terms of this Agreement to the same extent as if they themselves originally purchased the Securities hereunder.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Investor understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Investor’s representations as expressed herein. Each Investor understands that the Securities are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, such Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of such Investor’s control, and which the Company is under no obligation, and may not be able, to satisfy. The Investor agrees that it is familiar with the provisions of Rule 144 promulgated under Securities Act of 1933 (the “Act”) as presently in effect, and understands the resale limitations imposed thereby and by the Act and regulations promulgated thereunder.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe SAFE investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacityPurchaser is an "accredited investor" within the meaning of Rule 501(a) (1), power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of (2), (3) or (7) under the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equitySecurities Act.
(b) The Investor has been advised Purchaser understands that this instrument the Debenture and the underlying securities Registrable Securities have not been registered under the Securities Act or any state securities laws and are being offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under an exemption from registration contained in the Securities Act and applicable state securities laws or pursuant to Rule 501 based upon the representations of Regulation CF, in which case certain state transfer restrictions may applythe Purchaser contained herein.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee Purchaser knows of no public solicitation or agent, and not with a view to, or for resale advertisement of an offer in connection with, with the distribution thereof, proposed issuance and sale of the Investor has no present intention of selling, granting any participation in, Debenture or otherwise distributing the sameRegistrable Securities.
(d) The Investor acknowledgesPurchaser is acquiring the Debenture and the Registrable Securities, if any, for its own account for investment and not as a nominee and not with a view to the distribution thereof. The Purchaser understands that it must bear the economic risk of this investment indefinitely and that the Company has no present intention of registering the Debenture or the Registrable Securities. The Purchaser further understands that there is purchasing this instrument in compliance withno assurance that any exemption from the Securities Act will be available or, if available, that such exemption will allow the investment limitations set forth in Rule 100(a)(2) Purchaser to dispose of Regulation CF, promulgated under Section 4(a)(6)(B) or otherwise transfer any or all of the Debenture or the Registrable Securities Actunder the circumstances, in the amounts or at the times the Purchaser might propose.
(e) The Investor acknowledges By reason of its business or financial experience, or that of its professional advisor, the Investor Purchaser has received all the information capacity to protect its own interests in connection with the Investor has requested from purchase of the Company Debenture and the Investor considers necessary or appropriate for deciding whether Registrable Securities hereunder and has the ability to acquire this instrument and bear the underlying securities, and economic risk (including the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions risk of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy total loss) of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and Purchaser acknowledges that it is aware of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Purchaser understands that under Rule 144, except as a Crowd Safe investorotherwise provided by section (k) of that Rule, the Investor shall have no votingconditions include, among other things: the availability of certain current public information or inspection rightsabout the issuer, aside from any disclosure requirements the resale occurring not less than one year after the party has purchased and paid for the securities to be sold and limitations on the amount of securities to be sold and the manner of sale. The Purchaser acknowledges and understands that notwithstanding the Company's current reporting obligations under the Exchange Act, the Company is required may not be satisfying the current public information requirement of Rule 144 at the time it wishes to make sell the Debenture or the Registrable Securities received on conversion thereof, and that, in such event, it may be precluded from selling such stock under relevant securities regulationssuch Rule, even if the one year minimum holding period of such Rule has been satisfied.
(g) The Investor Purchaser acknowledges that in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Debenture or the Registrable Securities. The Purchaser understands that no public market now exists although Rule 144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for any of the securities issued by the Company, such offers or sales and that the Company has made no assurances that a public market will ever exist for this instrument such persons and the securities to be acquired by brokers who participate in the Investor hereundertransactions do so at their own risk.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) All voting securities of the Internal Revenue Code of 1986Company that the Purchaser, together with its ultimate parent entity and all entities controlled by the same ultimate parent as the Purchaser (such entities, including the Purchaser, hereinafter collectively referred to as the "Purchaser's Affiliates") will hold, directly or indirectly, as amended)of the Closing Date, will be held solely for the purpose of investment such that these securities will be held by the Purchaser's Affiliates with no intention on the part of any of them to participate in the formulation, determination or direction of the basic business decisions of the Company.
(i) The Purchaser understands and acknowledges that (i) the Registrable Securities if and when issued will be issued to it without registration under the Securities Act and is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and the Company will rely upon the accuracy and truthfulness of, the Investor foregoing representations and the Purchaser hereby represents consents to such reliance.
(j) The Purchaser has been given access to all information regarding the Company and the business, condition and operations of the Company that it the Purchaser has satisfied itself as requested in order to evaluate its investment in the Debenture and the Common Stock. The Purchaser has been given the opportunity to ask questions of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Debenture and other matters pertaining to the full observance Purchaser's investment in the Debenture. In evaluating the suitability of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;the Debenture hereunder, the Purchaser has not relied upon any representations or other information (whether oral or written) other than as set forth in the SEC Reports or as contained herein.
(k) The Purchaser understands that the Debenture (and any Common Stock into which the Debenture may be converted) will bear the following legend (and a stop-transfer order may be placed against transfer of the certificates for the Registrable Securities): "THIS DEBENTURE AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THE PROVISIONS OF REGULATION S UNDER THE ACT OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. THE TRANSFER OF THIS DEBENTURE AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF ARE RESTRICTED AS DESCRIBED IN SECTION 7 HEREOF AND AS OTHERWISE DESCRIBED HEREIN."
Appears in 1 contract
Investor Representations. The Investor represents and warrants the following to the Company and its affiliates as of the date of this SAFT and as of the Token Delivery Date.
(a) The Investor has full legal capacity, power and authority to execute and deliver this instrument SAFT and to perform his, her or its obligations hereunder. This instrument SAFT constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised by his, her or its professional advisors that this instrument and the underlying securities have SAFT is a security that has not been registered under the Securities Act or any state applicable securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may and, therefore, cannot be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) unless an exemption from such registration requirements is available. The Investor is purchasing this security instrument and the securities to be acquired by the Investor hereunder for his, her or its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition, and is able to bear the economic risk of such investment for an indefinite period of time. The Investor further represents that he, she or it has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company, regarding the SAFT Offering and this SAFT.
(c) The Investor is not a resident of the United States of America.
(d) The Investor acknowledgesincorporates and restates in this SAFT by reference all representations and warranties made by the Purchaser contained in the Purchase Agreement. The Investor further represents that he, she or it has read the Purchase Agreement, understands and agrees to be bound by its terms, and is purchasing this instrument in compliance withhas been provided the opportunity to ask the Company questions, and where applicable, has received answers from the investment limitations set forth in Rule 100(a)(2) of Regulation CFCompany, promulgated under Section 4(a)(6)(B) of regarding the Securities ActPurchase Agreement.
(e) The Investor acknowledges agrees to be bound by any affirmation, assent or agreement that he, she or it transmits to the Investor has received all Company or the information the Investor has requested Company’s affiliates by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent he, she or it gives to receive communications from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the InvestorCompany’s affiliates solely through electronic transmission. The Investor understands agrees that no federal when he, she or state agency has passed upon it clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field with his, her or its mouse, keystroke or other device, the merits Investor’s agreement or risks consent will be legally binding and enforceable against he, she or it and will be the legal equivalent of his, her or its handwritten signature on an investment in this instrument agreement that is printed on paper. The Investor agrees that the Company and any of the underlying securities or made Company’s affiliates may send the Investor electronic copies of any finding or determination concerning the fairness or advisability and all communications associated with its purchase of this investmentTokens.
(f) The Investor understands has reviewed with Investor’s tax advisors prospective tax consequences of this investment and acknowledges that as a Crowd Safe investor, the transactions contemplated by this SAFT and the Purchase Agreement. The Investor shall have no voting, information is relying solely on such advisors and not on any statements or inspection rights, aside from any disclosure requirements representations of the Company is required to make under relevant securities regulations.
(g) or any of its agents. The Investor understands that no public market now exists for the Investor (and not the Company or any of its affiliates) shall be responsible for the securities issued by the Company, and Investor’s tax liability that the Company has made no assurances that may arise as a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) result of the Internal Revenue Code of 1986, as amended), transactions contemplated by this SAFT or the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;Purchase Agreement.
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx Rxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
Appears in 1 contract
Samples: Crowdfunding Simple Agreement for Future Equity (CNS Pharmaceuticals, Inc.)
Investor Representations. With respect to the acquisition of the Warrants (including the receipt of Common Stock upon any exercise of the Warrants), each Initial Holder hereby represents and warrants to the Company that it or any Designee, as the case may be:
(a) The Investor has full legal capacity, power such knowledge and authority to execute experience in financial and deliver this instrument business matters that it is capable of evaluating the merits and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation risks of the Investor, enforceable prospective investment in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.Company;
(b) The Investor has been advised that this instrument and is acquiring the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder Warrants for its own account for investmentaccount, not as a nominee or agenton behalf of other persons, for investment and not with a view toto resale or distribution;
(i) has an overall commitment to investments that are not readily marketable, or for resale which is not disproportionate to its net worth, (ii) its investment in connection with, the distribution thereofWarrants will not cause such overall commitment to become excessive, and (iii) the Investor has no present intention investment is suitable for it when viewed in light of selling, granting any participation in, or otherwise distributing the same.its other securities holdings and its financial situation and needs;
(d) The Investor acknowledges, has adequate means of providing for its current needs and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.personal contingencies;
(e) The Investor acknowledges recognizes that any investment in the Investor Company involves substantial risk, including, the risk of losing all of its capital investment in the Company, and it has evaluated and fully understands all risks in its decision to acquire Warrants hereunder;
(f) is an accredited investor as defined under Rule 501(a) under the Securities Act;
(g) has been furnished with all additional documents and information which it has requested in writing;
(h) has had the opportunity to ask questions of and has received all answers from the information the Investor has requested from Company concerning the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities Warrants and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.furnished;
(f) The Investor understands has relied only on the information set forth herein in making its investment decision and acknowledges that as a Crowd Safe investorthe information furnished by the Company does not constitute investment, accounting, legal or tax advice and the Investor shall have no votingDesignee is relying on its own professional advisors for such advice;
(i) has been given the opportunity to inspect (either individually or together with its consultants, information auditors and counsel) all documents, records and books pertaining to its investment;
(j) has not paid or inspection rights, aside from given to any disclosure requirements third party any commission or other remuneration in connection with the Warrants; and has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation;
(k) understands the meaning and legal consequences of the foregoing representations and warranties and acknowledges and agrees that the Company is required relying upon the representations and warranties made herein in determining to make under relevant securities regulations.issue to it the Warrants;
(gl) The Investor understands certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution hereof and the acquisition of the Warrants or any shares of Common Stock that may be received upon the exercise thereof; and
(m) acknowledges that no public market now exists for Warrants (nor any shares of Common Stock that may be received upon any exercise thereof) may be transferred in the absence of registration under the Securities Act and applicable Blue Sky or securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunderlaws.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Samples: Additional Warrant Side Letter Agreement (KBS International Holdings Inc.)
Investor Representations. (a) The Investor has full legal capacity, power Shares acquired by Purchaser hereunder will be acquired by Purchaser for its own account for investment purposes and authority not with a view to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation distribution in violation of the InvestorSecurities Act. Purchaser does not presently have any contract, enforceable in accordance undertaking or agreement with its termsany Person to sell, except as limited transfer or grant participation rights to such Person or to any other Person with respect to any of the Shares acquired by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equityPurchaser hereunder.
(b) The Investor has been advised Purchaser is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.
(c) Purchaser understands that this instrument the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the underlying securities have not been Securities Act only in certain limited circumstances. Purchaser acknowledges and agrees that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant an exemption from such registration is available or the Company receives an opinion of counsel reasonably satisfactory to Section 4(a)(6) the Company that such registration is not required. Purchaser has been advised or is aware of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered provisions of Rule 144 promulgated under the Securities Act and applicable state securities laws or pursuant as in effect from time to time (“Rule 501 144”), which permit limited resale of Regulation CF, shares purchased in which case a private placement subject to the satisfaction of certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the sameconditions.
(d) The Investor acknowledges, Purchaser acknowledges and agrees that it can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is purchasing this instrument in compliance with, capable of evaluating the merits and risks of the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges Shares. Purchaser believes that the Investor it has received all the information the Investor has requested from the Company and the Investor it considers necessary or appropriate for deciding whether to acquire this instrument and purchase the underlying securities, and the Investor Shares acquired by Purchaser hereunder. Purchaser further represents that the Investor it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy offering of the information given Shares.
(e) Purchaser has not agreed to the Investor. In deciding to purchase incur, directly or indirectly, any liability for brokerage or finders’ fees, agents’ commissions or other similar charges in connection with this instrument, the Investor is not relying on the advice Agreement or recommendations any of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investmenttransactions contemplated hereby.
(f) The Investor understands Purchaser is not relying and acknowledges that as a Crowd Safe investorhas not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the Investor shall have no votingrepresentations and warranties in Section 2, information or inspection rights, aside from any disclosure requirements including the Company is required to make under relevant securities regulationsDisclosure Schedule. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated by this Agreement and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company.
(g) The Investor understands that no public market now exists for any In connection with the due diligence investigation of the securities issued Company by Purchaser and its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Purchaser and its affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Purchaser will have no claim against the Company, or any of its affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other Person with respect thereto unless any such information is expressly addressed or included in a representation or warranty contained in this Agreement. Accordingly, Purchaser hereby acknowledges and agrees that neither the Company nor any of its respective affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, nor any other Person, has made no assurances that or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans unless any such information is expressly addressed or included in a public market will ever exist for representation or warranty contained in this instrument and the securities to be acquired by the Investor hereunderAgreement.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;
Appears in 1 contract
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. The Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of the Investor’s jurisdiction. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
(i) The investor is not a liquor producer, distributor, warehouser or re-seller, and holds no interest in any of the afformentioned businesses. The investor acknowledges that if they are liquor producers, distributors, warehousers or re-seller or hold an interest in any of the afformentioned businesses, they are prohibited by law from holding this Crowd Safe. Any holder of this Crowd Safe in violation of this provision and relevant law hereby acknowledges and confirms that any amounts invested will be forfeighted to the Company and/or any holding of Crowd Safes or CF Shadow Shares obtained in this Offering will be immediately voided. In all events, investor agrees the Company will not liable for the return of investor’s principal.
Appears in 1 contract
Investor Representations. (a) a. The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) b. The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) c. The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor understands that the Common Stock have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Investor’s representations as expressed herein.
(d) d. The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) e. The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) f. The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
g. The Investor is not (hi) a citizen or resident of a geographic area in which the purchase or holding of the Commo stock is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Investor hereby represents and agrees that if Investor’s country of residence or other circumstances change such that the above representations are no longer accurate, Investor will immediately notify Company. Investor further represents and warrants that it will not knowingly sell or otherwise transfer any share of Common Stock to a party subject to U.S. or other applicable sanctions.
h. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrumentinvitation, subscription and payment for, and continued ownership of, its beneficial interest in the shares of Common Stock will not violate any applicable securities or other laws of the Investor’s jurisdiction, including (ai) the legal requirements within its jurisdiction for the subscription and the purchase of its beneficial interest in the Common Stock; (ii) any foreign exchange restrictions applicable to such subscription and purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Common Stock. The Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Common Stock (and the Investor’s beneficial interest therein).
i. If the Investor is a corporate entity: (i) such corporate entity is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this instrument;Agreement; (ii) the execution, delivery and performance by the Investor of the Agreement is within the power of the Investor and has been duly authorized by all necessary actions on the part of the Investor; (iii) to the knowledge of the Investor, it is not in violation of its current charter or bylaws, any material statute, rule or regulation applicable to the Investor; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Investor; result in the acceleration of any material indenture or contract to which the Investor is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Purchase Amount.
j. The Investor further acknowledges that it has read, understood, and had ample opportunity to ask Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC.
k. The Investor represents that the Investor understands the substantial likelihood that the Investor will suffer a TOTAL LOSS of all capital invested, and that Investor is prepared to bear the risk of such total loss.
Appears in 1 contract
Samples: Subscription Agreement
Investor Representations. (a) The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor has been advised that this instrument and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act. The Investor understands that neither this instrument nor the underlying securities may be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply.
(c) The Investor is purchasing this instrument and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.
(d) The Investor acknowledges, and is purchasing this instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act.
(e) The Investor acknowledges that the Investor has received all the information the Investor has requested from the Company and the Investor considers necessary or appropriate for deciding whether to acquire this instrument and the underlying securities, and the Investor represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information given to the Investor. In deciding to purchase this instrument, the Investor is not relying on the advice or recommendations of the Company or of Xxxxxxxx.xx and the Investor has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment.
(f) The Investor understands and acknowledges that as a Crowd Safe investor, the Investor shall have no voting, information or inspection rights, aside from any disclosure requirements the Company is required to make under relevant securities regulations.
(g) The Investor understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for this instrument and the securities to be acquired by the Investor hereunder.
(h) If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for this instrument, including (a) the legal requirements within its jurisdiction for the purchase of this instrument;; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of this instrument. Investor’s subscription and payment for and continued beneficial ownership of this instrument and the underlying securities will not violate any applicable securities or other laws of Investor’s jurisdiction. Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to this instrument and the underlying securities.
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