Common use of Purchase Representation Clause in Contracts

Purchase Representation. The Holder is purchasing the Warrant and the Warrant Shares issuable and deliverable upon exercise of this Warrant for its own account and not with a view to distribution in violation of any securities laws. The Holder has been advised and understands that none of the Warrants or shares of Common Stock issuable upon exercise of the Warrants have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). The Holder has been advised and understands that the Company, in issuing the Warrants and any Warrant Shares issuable and deliverable upon exercise of this Warrant, is relying upon, among other things, the representations and warranties of the Holder contained in this Section 19 in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.

Appears in 4 contracts

Samples: Credit Agreement (Clayton Williams Energy Inc /De), Credit Agreement (Clayton Williams Energy Inc /De), Standstill Agreement (Clayton Williams Energy Inc /De)

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Purchase Representation. The Holder Purchaser is purchasing the Warrant Series A Notes, the Purchased Shares and the Warrant Shares issuable and deliverable upon exercise of this Warrant Warrants for its own account and not with a view to distribution in violation of any securities laws. The Holder Purchaser has been advised and understands that none of neither the Series A Notes, the Purchased Shares, the Warrants or shares of Common Stock issuable upon exercise of nor the Warrants Warrant Shares have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). The Holder Purchaser has been advised and understands that the CompanyCompany and Akumin Corp, in issuing the Warrants Series A Notes, the Purchased Shares and any Warrant Shares issuable and deliverable upon exercise of this Warrantthe Warrants, is are relying upon, among other things, the representations and warranties of the Holder Purchaser contained in this Section 19 Article IV in concluding that each such issuance is a “private offering” and is exempt from the registration provisions of the Securities ActAct and the prospectus requirements of applicable securities laws in Canada. The Purchaser is purchasing the Common Shares from, and receiving the Warrants, outside of Canada, and the Purchaser is acquiring all such Common Shares and Warrants with investment intent and not with a view to distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Akumin Inc.)

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