Investors Representations. Such Purchaser (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in equity transactions that are not registered under the Securities Act, and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Convertible Notes and the Underlying Shares (if any).
Investors Representations. (a) Investor Status Declaration. Each Investor declares that it has such knowledge and experience as to be capable of evaluating the merits and risks of its investment. Each Investor is able to fend for itself and can bear the economic risk of this investment, including a complete loss.
Investors Representations. Each of the Investors hereby represents and warrants to each other Investor and to the Company for itself, severally and ratably and not jointly, as of the Exchange Date, that:
Investors Representations. In connection with the Investor's purchase of the shares, the Investor makes the following representations and warranties on which the Company and the Company's counsel are entitled to rely. If in any respect such representations shall not be true and accurate prior to the sale of the share, the Investor shall give immediate notice of such fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefor.
(a) The Investor is acquiring the shares solely for its own account for investment and not with a view to distribution or resale. The Investor will not sell, hypothecate, pledge or otherwise dispose of the shares in whole or in part unless the shares either have been registered under the 1933 Act and any applicable state securities law, or are exempt from the registration requirements of the 1933 Act and any such state securities law.
(b) The Investor has sufficient knowledge and experience in business and financial matters to evaluate the Company, its proposed activities and the risks and merits of this investment. The Investor has the ability to accept the high risk and lack of liquidity inherent in this type of investing.
(c) The Investor has had the opportunity to ask questions of and receive answers from the Company concerning the terms, conditions and proposed activities of the Company and to obtain any additional information necessary to verify the accuracy of the information provided.
(d) The Investor has been advised to consult with its own attorney regarding legal matters concerning the Company and to consult with an independent tax adviser regarding the tax consequences of participating in the Company.
(e) The Investor understands that the shares have not been registered under the 1933 Act (and that no such registration is contemplated) and are being sold in reliance upon the exemption from the registration requirements under that Act provided in Regulation D and/or Section 4(2). The Investor further understands that it is not anticipated that there will be any market for its shares in the Company and the Investor must therefore bear the economic risk of this investment for the term of the Company.
(f) Accredited Investor Representation. The Investor makes one of the following representations regarding its status as an "accredited investor" and certain related matters. [Please check the applicable subparagraph.]
___ 1. The Investor is a trust with total assets in excess of $5,000,000 whose p...
Investors Representations. Each of the Investors represents and warrants, severally and not jointly, to the Company as follows:
Investors Representations. Each Investor represents and warrants to the Company as follows:
(a) the Investor is an "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”);
(b) the Investor is acquiring the Securities for its own account for purposes of investment, and not with a view toward the sale or other distribution thereof,
(c) the Investor has received or had access to all information it deems necessary to make a judgment with respect to the acquisition of the Securities, including the opportunity to ask questions of and discuss the Company's business with management of the Company;
(d) the Investor understands that the Securities must be held indefinitely unless registered under the Securities Act or unless an exemption from registration exists, that no public market now exists for the Securities, and that there may never exist a public market for the Securities; and
(e) the Investor understands that the Securities have not been registered under the Securities Act (on the ground that the sale of the Securities is exempt from registration as not involving a public offering), and that the reliance of the Company on such exemption is based upon the representations made in this section.
Investors Representations. The Investor represents to the Company that as at the Effective Date, and any time during the continuance of this deed:
(a) (powers): the Investor has full power to perform its obligations as contemplated by this deed;
(b) (consents): the Investor has procured any consent for the execution and performance of this deed in compliance with its provisions and local regulations and approvals;
(c) (document validity): this deed has been executed and constitutes an unconditional, valid and enforceable legal liability of the Investor in accordance with its provisions;
(d) (Sophisticated Investor or Professional Investor): it is a 'Sophisticated Investor' or 'Professional Investor' (as those terms are defined in the Corporations Act); and
(e) (advice): it has obtained independent advice on its investment in the Company pursuant to this deed, or it has waived its right to independent advice, and has not relied on any representations or warranties made by the Company, its directors, officers, agents, employees and advisers.
Investors Representations. Each Investor, severally but not jointly, represents, warrants and covenants to the Guarantor, solely with respect to itself, and acknowledges that the Guarantor is relying thereon, that:
(a) it is an entity duly formed and validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to own, lease and operate its properties and to conduct its business;
(b) it has all requisite legal and corporate power and authority to execute and deliver this Guarantee and to perform its obligations hereunder;
(c) it has duly authorized, executed and delivered this Guarantee, and, upon acceptance by the Guarantor, this Guarantee will constitute a valid and binding agreement of such Investor, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies;
(d) no consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any Governmental Authority or other person is required for the execution, delivery or performance of this Guarantee by it; and
(e) neither the entering into, delivery or performance of this Guarantee nor the completion of the transactions contemplated hereby by it will: (i) conflict with or result in the violation or breach of any of the provisions of its constating documents, (ii) conflict with, or result in a breach or violation of any of the terms of, or constitute a default under, or result in the creation or imposition of any lien or right of any other person upon any of its assets pursuant to any agreement or other instrument to which it is a party or by which it is bound or to which any of its assets is subject or (iii) result in the violation of any Law applicable to it, with such exceptions, in the case of each of clauses (ii) and (iii) above, as would not impair or delay its ability to perform its obligations hereunder. The representations and warranties of each of the Investors contained in this Guarantee shall survive until the termination of this Guarantee.
Investors Representations. In connection with the Investor’s purchase of the Interest, the Investor makes the following representation on which the Managing Member, the SPE and SPE counsel are entitled to rely:
(a) The Interest will be held under the following type of ownership [Please check the applicable box.]: □ Individual □ Joint Individuals [This includes any person acquiring an interest with his or her spouse in a joint capacity, as community property or similar shared interest.]
Investors Representations. Each Investor, severally and not jointly, represents and warrants to the Company that as of the date hereof, and, immediately after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, as of the Closing Date:
