Notice to Investors. The securities of Maison Luxe, Inc., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates. The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an Offering Statement has been filed with the Securities and Exchange Commission (the “SEC”), that Offering Statement does not include the same information that would be included in a Registration Statement under the Securities Act. The securities offered hereby have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of the offering to which this Subscription Agreement relates or the adequacy or accuracy of this Subscription Agreement or any other materials or information made available to prospective investors in connection with the offering to which this Subscription Agreement. Any representation to the contrary is unlawful. The securities offered hereby cannot be sold or otherwise transferred, except in compliance with the Securities Act. In addition, the securities offered hereby cannot be sold or otherwise transferred, except in compliance with applicable state securities or “blue sky” laws. Investors who are not “accredited investors” (as that term is defined in Section 501 of Regulation D promulgated under the Securities Act) are subject to limitations on the amount they may invest, as described in Section 4(g) of this Subscription Agreement. To determine the availability of exemptions from the registration requirements of the Securities Act as such may relate to the offering to which this Subscription Agreement relates, the Company is relying on each investor’s representations and warranties included in this Subscription Agreement and the other information pr...
Notice to Investors. Each purchaser of the VRDP Shares, by its acceptance thereof, will be deemed to have acknowledged, represented to and agreed with the Fund, the Liquidity Provider and any Remarketing Agent as follows:
Notice to Investors. Any notice required or permitted to be given to an Investor pursuant to this Deed must be given, and will be deemed to be received:
(a) (Residual Unitholder and A$ Securityholder): in the case of notices to a Residual Unitholder or to a Securityholder in respect of an A$ Security, in accordance with clause 24.4 of the Master Trust Deed; and
(b) (Class A-1 Noteholder): in the case of notices to a Class A-1 Noteholder, in accordance with condition 11.1 of the Class A-1
Notice to Investors. 122 32. Confidentiality..........................................................122
Notice to Investors. Borrowers shall give prompt notice to Investors of (i) any change or event that is, or could reasonably be expected to result in, a violation of any of Borrowers’ covenants contained herein, (ii) any change in the accuracy in any material respect of any of the representations and warranties provided in Section 4 above, or (iii) the occurrence of an Event of Default or event which, with the giving of notice and/or lapse of time would become an Event of Default. The Company will also advise the Investors, promptly after it receives notice of issuance by the Securities and Exchange Commission, any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of any securities of the Company, or of the suspension of the qualification of the Common Stock of the Company for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose.
Notice to Investors. If at any time:
(i) there shall have occurred an Event of Default; or
(ii) there shall have occurred any Change of Control or the Company shall have entered into any agreement where upon consummation of the transactions contemplated thereby any Change of Control will occur; then, in any one or more of said cases, the Company shall give prompt written notice of such occurrence to the Investors. Such notice shall set forth such facts as shall indicate the effect of such occurrence (to the extent such effect may be known at the date of such notice) on the rights of the Investors pursuant to this Note and/or the Purchase Agreement. Such notice shall, if applicable, also state the Conversion Price and the kind and amount of shares of the Company’s Common Stock and other property deliverable upon conversion of the Notes.
Notice to Investors. Notwithstanding the provisions of this Article XI or any other provision of this Agreement, the Investors shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to it in respect of the Subordinated Debt, unless and until the Investors shall have received written notice thereof from an Obligor or a holder of Senior Debt or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Investors shall be entitled in all respects to assume that no such facts exist. The Investors shall be entitled to rely on the delivery to it of a written notice by a Person representing itself to be a holder of Senior Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee, fiduciary or agent therefor). In the event that the Investors determine in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article XI, the Investors may request such Person to furnish evidence to the reasonable satisfaction of the Investors as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XI and if such evidence is not furnished, the Investors may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
Notice to Investors. The Convertible PIK Notes will only be issued to holders that make certain deemed representations and warranties in the Exchange Offer, including that such holders are “accredited investors”, “qualified institutional buyers” or “non-U.S. persons.”
Notice to Investors. The Securities were issued through two simultaneous offerings not subject to the registration requirements of the Securities Act: one offering in the United States intended for U.S. Persons under Section 4(2) of the Securities Act and a second offering outside the United States intended for Non-U.S. Persons under Regulation S of the Securities Act. Each person that acquired Securities was deemed to have represented, warranted and agreed at the Closing Date:
Notice to Investors. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. We have not authorized the provision of information different from that contained in this prospectus, to give any information or to make any representation not contained in or not consistent with this prospectus or any other information supplied in connection with the offering of the Notes. The information contained in this prospectus is accurate in all material respects only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Notes. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances imply that there has not been a change in our affairs and those of each of our respective subsidiaries or that the information set forth herein is correct in all material respects as of any date subsequent to the date hereof.
