Common use of Purchase for Initial Holders' Account Clause in Contracts

Purchase for Initial Holders' Account. Each Initial Holder represents and warrants to the Issuer as follows: (a) Such Initial Holder is acquiring the Warrants and the Warrant Stock for investment for its own account, without a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, all without prejudice, however, to the right of such Initial Holder at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or the Warrant Stock held by it. (b) Such Initial Holder (i) is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act and (ii) is in a financial position to hold the Warrant to be issued to it hereunder and the Warrant Stock relating thereto for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the Issuer. (c) All documents, records or books pertaining to this investment have been made available for inspection by such Initial Holder, its attorneys and/or its accountants. Such Initial Holder understands that such Initial Holder and/or its representatives have had the opportunity to ask questions of, and receive answers from, the Issuer or one or more persons acting on the Issuer's behalf concerning the offering of the Warrants and the Warrant Stock and the business of the Issuer and all such questions have been answered to such Initial Holder's full satisfaction. (d) Such Initial Holder is not the "beneficial owner", either alone or together with its "affiliates" or "associates" (as those terms are defined in the Exchange Act), of 5% or more of the outstanding shares of Common Stock as constituted on the Issuance Date.

Appears in 2 contracts

Samples: Warrant Agreement (Chart Industries Inc), Warrant Agreement (Chart Industries Inc)

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Purchase for Initial Holders' Account. Each Initial Holder represents and warrants to the Issuer as follows: (a) Such Initial Holder is acquiring the Warrants and the Warrant Stock for investment for its own account, without a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, all without prejudice, however, to the right of such Initial Holder at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or the Warrant Stock held by it. (b) Such Initial Holder (i) is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act and (ii) is in a financial position to Warrant Agreement hold the Warrant to be issued to it hereunder and the Warrant Stock relating thereto for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the Issuer. (c) All documents, records or books pertaining to this investment have been made available for inspection by such Initial Holder, its attorneys and/or its accountants. Such Initial Holder understands that such Initial Holder and/or its representatives have had the opportunity to ask questions of, and receive answers from, the Issuer or one or more persons acting on the Issuer's behalf concerning the offering of the Warrants and the Warrant Stock and the business of the Issuer and all such questions have been answered to such Initial Holder's full satisfaction. (d) Such Initial Holder is not the "beneficial owner", either alone or together with its "affiliates" or "associates" (as those terms are defined in the Exchange Act), of 5% or more of the outstanding shares of Common Stock as constituted on the Issuance Date.

Appears in 1 contract

Samples: Warrant Agreement (Chart Industries Inc)

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Purchase for Initial Holders' Account. Each The Initial Holder represents and warrants to the Issuer as follows: (a) Such The Initial Holder is acquiring the Warrants and the Warrant Stock for investment for its own account, without a view to, or for resale in connection with, any to the distribution thereof in violation of the Securities Act or other applicable securities lawsAct, all without prejudice, however, to the right of such the Initial Holder at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or the Warrant Stock held by it. (b) Such The Initial Holder (i) is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act and (ii) is in a financial position to hold the Warrant to be issued to it hereunder and the Warrant Stock relating thereto for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the IssuerAct. (c) All documents, records or books pertaining to this investment have been made available for inspection by such the Initial Holder, its attorneys and/or its accountants. Such The Initial Holder understands that such the Initial Holder and/or its representatives have had the opportunity to ask questions of, and receive answers from, the Issuer or one or more persons acting on the Issuer's behalf concerning the offering of the Warrants and the Warrant Stock and the business of the Issuer and all such questions have been answered to such the Initial Holder's full satisfaction. (d) Such Initial Holder is not the "beneficial owner", either alone or together with its "affiliates" or "associates" (as those terms are defined in the Exchange Act), of 5% or more of the outstanding shares of Common Stock as constituted on the Issuance Date.

Appears in 1 contract

Samples: Warrant Agreement (Metromedia Fiber Network Inc)

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