Purchase Representations Clause Samples
Purchase Representations. The Purchaser is purchasing the Purchased Shares for its own account, the account of its Affiliates, or the accounts of clients for whom the Purchaser exercises discretionary investment authority (all of whom the Purchaser hereby represents and warrants are “accredited investors” within the meaning of Section 4(a)(2) of the Securities Act), not as a nominee or agent, and not with a view to distribution in violation of any securities Laws. The Purchaser has been advised and understands that the Purchased Shares have not 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 Purchaser has been advised and understands that the Company, in issuing the Purchased Shares, is relying upon, among other things, the representations and warranties of the Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.
Purchase Representations. (i) Access to Other Information. Such Purchaser acknowledges that the Company has made available to such Purchaser the opportunity to examine such additional documents from the Company and to ask questions of, and receive full answers from, the Company concerning, among other things, the Company, its financial condition, its management, its prior activities and any other information which such Purchaser considers relevant or appropriate in connection with entering into this Agreement.
Purchase Representations. 8 (d) Accredited Investor................................................... 8 SECTION 5. Covenants of the Seller........................................ 9
Purchase Representations. Any Shares purchased by the Purchaser pursuant to its exercise of the Right of First Refusal granted to the Purchaser hereunder will be purchased by it for its own account and not with a view to or for sale in connection with any distribution thereof in any transaction that would violate the securities laws of the United States or any state thereof. The Purchaser acknowledges that any Shares purchased pursuant to such exercise have not been registered under the Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from such registration. 12 (d) Accredited Investor. The Purchaser is an "accredited investor" within the meaning of Rule 501 promulgated under the Act.
Purchase Representations. Any Shares purchased by the Purchaser pursuant to its exercise of the Right of First Refusal granted to the Purchaser hereunder will be purchased by it for its own account and not with a view to or for sale in connection with any distribution thereof in any transaction that would violate the securities laws of the United States or any state thereof. The Purchaser acknowledges that any Shares purchased pursuant to such exercise have not been registered under the Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from such registration.
Purchase Representations. All representations and warranties of the Borrower in the Purchase Agreement are true and correct in all material respects as of each date made or deemed made. To the Borrower's knowledge, all representations and warranties of the Acquired Company and its Affiliates in the Purchase Agreement are true and correct in all material respects on each date made or deemed made.
Purchase Representations. (i) ACCESS TO OTHER INFORMATION. Such Purchaser acknowledges that the Company has made available to such Purchaser the opportunity to examine such additional documents from the Company and to ask questions of, and receive full answers from, the Company concerning, among other things, the Company, its financial condition, its management, its prior activities and any other information which such Purchaser considers relevant or appropriate in connection with entering into this Agreement.
Purchase Representations. The Investor is purchasing the Purchased Shares (and Underlying Shares) for its own account, the account of its Affiliates, or the accounts of clients for whom the Investor exercises discretionary investment authority (all of whom the Investor hereby represents and warrants are “accredited investors” within the meaning of Section 4(a)(2) of the Securities Act), not as a nominee or agent, and not with a view to distribution in violation of any securities Laws. The Investor has been advised and understands that the Purchased Shares (and Underlying Shares) have not 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 Investor has been advised and understands that the Company, in issuing the Purchased Shares (and Underlying Shares), is relying upon, among other things, the representations and warranties of the Investor contained in this Article 4 in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act. Neither the Investor nor any of its Affiliates is acting in concert, and neither the Investor nor any of its Affiliates has any agreement or understanding, with any Person that is not an Affiliate of the Investor, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than in connection with the Transaction.
Purchase Representations