Legends; Purchaser's Representations. The Purchaser hereby represents and warrants to the Borrower that it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and is acquiring the Securities for investment for the Purchaser's own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an affiliate or affiliates of the Purchaser) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Borrower may place an appropriate legend on the Securities owned by the Purchaser concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by the Purchaser or any of its successors or assignees of all or any part of the Securities, the term "Purchaser" as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.
Legends; Purchaser's Representations. Each Purchaser hereby represents and warrants to the Company that it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an affiliate or affiliates of Purchasers) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Company may place an appropriate legend on the Securities owned by Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by Purchasers or any of its successors or assignees of all or any part of the Securities permitted under this Agreement, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.
Legends; Purchaser's Representations. Each of the Lenders hereby represents and warrants to the Debtors that it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and is acquiring the Loans for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Loans to an affiliate or affiliates of any Lender) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Debtors may place an appropriate legend on the Notes owned by Lenders concerning the restrictions set forth in this Section 20. Upon the assignment or transfer by any Lender or any of its successors or assignees of all or any part of the Loans, the term "Lender" as used herein shall thereafter include, to the extent thereof, the then holder or holders of such Loans, or portion thereof.
Legends; Purchaser's Representations. The Purchaser represents and ------------------------------------ warrants, for itself and for the Holder, to the Loan Parties that each of Purchaser and the Holder is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an Affiliate or Affiliates of Purchaser) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Loan Parties may place an appropriate legend on the Securities owned by the Purchaser or the Holder concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by any Purchaser or Holder or any of their successors or assignees of all or any part of the Securities, the term "Purchaser" or "Holder" as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.
Legends; Purchaser's Representations. Each of the Purchasers hereby represents and warrants to the Loan Parties that it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and is acquiring the Senior Term Notes for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Senior Term Notes to an Affiliate or Affiliates of the Purchasers) or reselling or otherwise distributing the same. Each Purchaser understands that the acquisition of the Senior Term Notes has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of such Purchaser’s representations as expressed herein. Each Purchaser 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) the Senior Term Notes, except in compliance with the Securities Act and any applicable state securities laws, and the rules and regulations promulgated thereunder. The Loan Parties may place an appropriate legend on the Senior Term Notes owned by the Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by the Purchasers or any of its successors or assignees of all or any part of the Senior Term Notes, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Senior Term Notes, or portion thereof
Legends; Purchaser's Representations. Each of the Purchasers hereby represents and warrants to the Issuers that (a) it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and is acquiring the Notes for investment for its own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws and (b) such Purchaser is not purchasing Notes as a result of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation by a person not previously known to such Purchaser in connection with investments in securities generally. The Issuers may place an appropriate legend on the Notes owned by Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by Purchasers or any of its successors or assignees of all or any part of the Notes, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Notes, or portion thereof. In connection with the issuance of the Notes to the Purchasers, each Purchaser makes the following representations and warranties to the Issuers as of the date of such issuance:
(a) Such Purchaser has such knowledge and experience in financial and business matters as to be capable of making an informed decision regarding an investment in the Notes and is capable of reviewing, understanding and making an independent judgment with respect to an investment in the Notes; and
(b) Such Purchaser acknowledges that it has been advised by the Issuers to consult such Purchaser’s own legal, financial and tax advisors concerning this investment. Such Purchaser acknowledges that it has reviewed the risks and merits of an investment in the Notes with tax, legal and investment advisors to the extent deemed advisable by such Purchaser.
(c) Such Purchaser acknowledges that the face of each Note shall be endorsed with a legend substantially in the form set forth below: “THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSU...
Legends; Purchaser's Representations. 31 TABLE OF CONTENTS (CONTINUED) PAGE 6.3 Transfer of Senior Term Notes........................................................ 32 6.4 Replacement of Lost Senior Term Notes................................................ 32 6.5 No Other Representations Affected.................................................... 32 ARTICLE 7 COVENANTS........................................................................ 32
Legends; Purchaser's Representations. Purchaser hereby represents and warrants to the Loan Parties that it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an affiliate or affiliates of Purchaser) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. Upon the assignment or transfer by Purchaser or any of its successors or assignees of all or any part of the Securities, the term "Purchaser" as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.
Legends; Purchaser's Representations. Each Purchaser hereby represents and warrants to the Loan Parties that (a) it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an affiliate or affiliates of such Purchaser) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. Upon the assignment or transfer by each Purchaser or any of its successors or assignees of all or any part of the Securities, the term "Purchaser" as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof; and (b) no broker's or finder's or placement fee or commission will be payable to any broker or agent engaged by the Purchasers or any of their officers, directors or agents with respect to the issue of the Notes, the Warrants and the other transactions contemplated by the Note Documents. The Purchasers jointly but not severally, agree to indemnify the Loan Parties and hold them harmless from and against any claim, demand or liability for broker's or finder's or placement fees or similar commissions, whether or not payable by the Purchasers, alleged to have been incurred in connection with such transactions, other than any broker's or finder's fees payable to Persons each engaged by the Loan Parties without the knowledge of the Purchasers.
Legends; Purchaser's Representations. Each of the Purchasers hereby represents and warrants to the Loan Parties that (i) it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; (ii) it is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an affiliate or affiliates of Purchasers) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws; (iii) it understands (a) that this is a highly speculative investment with a substantial risk of loss of such Purchaser’s entire investment and such Purchaser is in a position to bear the economic risk of such loss, (b) that it has no registration rights with respect to the Securities or the Common Stock issuable upon the conversion of the Warrants except as set forth in Article 12, and (c) that even if available, such exemption may not allow such Purchaser to transfer all or any portion of the Securities, if any, under the circumstances, in the amount or at the times it might propose; (iv) by reason of its business or financial experience, or the business and financial experience of its management, it has the capacity to protect its own interest in connection with the transaction contemplated in this Agreement and such Purchaser is not a corporation formed for the specific purpose of consummating this transaction; and (v) it has been given access to all documents, records, and other information of the Loan Parties, has received physical delivery of all those which it requested, and has had adequate opportunity to ask questions of, and receive answers from, the officers, employees, agents, accountants, and representatives of the Loan Parties concerning the business, operations, financial condition, assets, liabilities, and all other matters of the Loan Parties relevant to its investment in the Securities. The Loan Parties may place an appropriate legend on the Securities owned by Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by Purchasers or any of its successors or assignees of all or any part of the Securities, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.
