Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Acacia Communications, Inc.)
Purchaser Representations. In connection with the issuance and acquisition of the Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
4.1 Purchaser has full power and authority to enter into this Agreement and this Agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (ia) The as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
4.2 This Agreement is made with such Purchaser is acquiring and will hold in reliance upon Purchaser’s representation to the Company, which by Purchaser’s execution of this Agreement Purchaser hereby confirms, that the Purchased Shares and the Conversion Shares to be received by Purchaser will be acquired for investment for his Purchaser’s own account, not as a nominee or her account only agent, and not with a view toto the distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or for resale in connection withotherwise distributing the same. By executing this Agreement, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands represents that the Company is under no obligation Purchaser does not have any contract, undertaking, agreement or arrangement with any person to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose grant participations to such person or to any third person, with respect to any of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawSecurities.
(v) The 4.3 Purchaser believes it has been furnished with, and has had access to, such received all the information as he or she it considers necessary or appropriate for deciding whether to invest in purchase the Purchased Shares, and the . Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance offering of the Purchased Shares and the business, properties, prospects and financial condition of the Company.
4.4 Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchased Shares. If other than an individual, Purchaser also represents it has not been organized for the purpose of acquiring the Purchased Shares.
4.5 Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
4.6 Purchaser understands that the Securities will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
4.7 Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (via) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any government or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
4.8 Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:
(a) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or
(i) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or for transactions with non-U.S. persons within the meaning of Regulation S under the Securities Act.
4.9 It is understood that the certificates evidencing the Securities may bear one or all of the following legends:
(a) “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”
(b) Any legend required by applicable state “blue sky” securities laws rules and regulations.
(c) The Purchaser is aware that his or her investment in Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the Company is a speculative investment that has limited liquidity completed its initial public offering under the Act and is subject the holder shall have obtained an opinion of counsel (which counsel may be counsel to the risk Company) to the effect that the securities proposed to be disposed of complete loss. The Purchaser is ablemay lawfully be so disposed without registration, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period qualification and to suffer a complete loss of his or her investment in the Purchased Shareslegend.
Appears in 3 contracts
Samples: Patent License Agreement (Guardant Health, Inc.), Patent License Agreement (Guardant Health, Inc.), Patent License Agreement (Guardant Health, Inc.)
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Shares, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser is acquiring and will hold the Purchased Shares for investment for his Purchaser’s own account only, not as a nominee or her account only agent, and not with a view to, . or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The . Purchaser has no present intention of selling, granting any participation in or otherwise distributing the Shares. Purchaser does not have any contract undertaking. agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any other person or entity, with respect to any of the Shares. Purchaser understands that the Purchased Shares have not been registered under the Securities Act or any state securities laws by reason of a specific exemption exemptions therefrom that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein, and that the Purchased Shares must be held indefinitely, . unless they are subsequently registered under the Securities Act and applicable state securities laws or the Purchaser obtains an opinion of counsel, in form and substance provides evidence satisfactory to the Company and its counsel, that such an exemption from registration is not requiredavailable. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iiib) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, . the Securities Exchange Act of 1934, any state securities law or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she Purchaser will not dispose of the Purchased Shares unless and until he or she Purchaser has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she Purchaser has provided the Company with written assurances, in substance and form satisfactory to the Company, that (Ai) the proposed disposition does not require registration of the Purchased Shares under the Securities Act Act. or all alt appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken taken, and (Bii) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under any applicable state securities lawlaws, rules and regulations.
(vc) The Purchaser has been furnished with, and has had access to, . such information as he or she Purchaser considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vid) The Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares or Purchaser’s making of an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) as contemplated by this Agreement. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is aware that his or her investment in not relying on the Company is a speculative investment that has limited liquidity and is subject or counsel to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares Company for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Sharesany tax advice.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.)
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Shares, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser is acquiring and will hold the Purchased Shares for investment for his Purchaser’s own account only, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The . Purchaser has no present intention of selling, granting any participation in or otherwise distributing the Shares. Purchaser does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any other person or entity, with respect to any of the Shares. Purchaser understands that the Purchased Shares have not been registered under the Securities Act or any state securities laws by reason of a specific exemption exemptions therefrom that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein, and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act and applicable state securities laws or the Purchaser obtains an opinion of counsel, in form and substance provides evidence satisfactory to the Company and its counsel, that such an exemption from registration is not requiredavailable. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iiib) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, . the Securities Exchange Act of 1934, any state securities law or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she Purchaser will not dispose of the Purchased Shares unless and until he or she Purchaser has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she Purchaser has provided the Company with written assurances, in substance and form satisfactory to the Company, that (Ai) the proposed disposition does not require registration of the Purchased Shares under the Securities Act Act. or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken taken, and (Bii) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under any applicable state securities lawlaws, rules and regulations.
(vc) The Purchaser has been furnished with, and has had access to, such information as he or she Purchaser considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vid) The Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares or Purchaser’s making of an election under Section 83(b) of the of the Internal Revenue Code of 1986, as amended (the “Code”) as contemplated by this Agreement. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is aware that his or her investment in not relying on the Company is a speculative investment that has limited liquidity and is subject or counsel to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares Company for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Sharesany tax advice.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 3 contracts
Samples: Employment Agreement (Violin Memory Inc), Employment Agreement (Violin Memory Inc), Stock Purchase Agreement (Jazz Pharmaceuticals Inc)
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Shares, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser is acquiring and will hold the Purchased Shares for investment for his Purchaser’s own account only, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The . Purchaser has no present intention of selling, granting any participation in or otherwise distributing the Shares. Purchaser does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any other person or entity, with respect to any of the Shares. Purchaser understands that the Purchased Shares have not been registered under the Securities Act or any state securities laws by reason of a specific exemption exemptions therefrom that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein, and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act and applicable state securities laws or the Purchaser obtains an opinion of counsel, in form and substance provides evidence satisfactory to the Company and its counsel, that such an exemption from registration is not requiredavailable. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iiib) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, . the Securities Exchange Act of 1934, any state securities law or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she Purchaser will not dispose of the Purchased Shares unless and until he or she Purchaser has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she Purchaser has provided the Company with written assurances, in substance and form satisfactory to the Company, that (Ai) the proposed disposition does not require registration of the Purchased Shares under the Securities Act Act. or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken taken, and (Bii) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under any applicable state securities lawlaws, rules and regulations.
(vc) The Purchaser has been furnished with, and has had access to, such information as he or she Purchaser considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vid) The Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares or Purchaser’s making of an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) as contemplated by this Agreement. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is aware that his or her investment in not relying on the Company is a speculative investment that has limited liquidity and is subject or counsel to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares Company for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Sharesany tax advice.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.)
Purchaser Representations. In connection with The Purchaser represents and acknowledges that, as of the issuance and acquisition date of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(ia) The Purchaser is acquiring and will hold purchasing the Purchased Shares Bonds for its own account for investment for his and with no present intention of distributing or her account only and reselling the Bonds or any interest in the Bonds but without prejudice, however, to its right at all times to sell or otherwise dispose of all but not with a view to, or for resale in connection with, any “distribution” thereof within the meaning part of the Bond in compliance with the Securities ActAct of 1933, as amended, the regulations promulgated thereunder, applicable state securities laws and regulations and the terms of the Bonds, upon receipt of appropriate investor representations, an opinion of counsel experienced in securities law matters and satisfactory to the Issuer and in accordance with the applicable terms of the Indenture.
(iib) The Purchaser understands that the Purchased Shares Bonds are a special limited, and not general, obligation of the Issuer, are payable solely from the Basic Rent received under the Lease and from the security therefor as described in the Indenture but from no other sources. The Purchaser understands that the Bonds are not secured by any obligation or pledge of any monies received or to be received from taxation or from the State or any political subdivision, taxing district, or municipality thereof (including, without limitation, the Issuer), and that the Bonds will never represent or constitute a general obligation, debt or bonded indebtedness of the Issuer, the State, any political subdivision or municipality thereof, and that no right will exist to have taxes levied by the Issuer, the State, any political subdivision or municipality thereof, for the payment of principal of, premium, if any, and interest on the Bonds. The Purchaser understands that payment of the Bonds depends upon the general credit of the Company, and upon the security granted in the Indenture for the Company’s obligations under the Lease.
(c) The Purchaser is an affiliate of the Company and has been afforded the opportunity to discuss the business, assets and financial position of the Company with the officers, employees and auditors of the Company; and has received such information concerning the Company and its business, assets and financial position, and the Project (as defined in the Lease) as it deems necessary in making its decision to purchase the Bonds.
(d) The Purchaser is duly and legally authorized to purchase the Bonds, has such knowledge and experience in financial and business matters (including the ownership of municipal conduit obligations) as are required for, and is capable of, evaluating the merits and risks of its purchase of the Bonds, is aware of the intended use of proceeds of the Bonds, and understands that interest on the Bonds is not excludable from gross income for federal income tax purposes.
(e) The Purchaser understands that neither the Issuer nor any of its officials, counsel, consultants or agents has undertaken to furnish any information with respect to the Company or to ascertain the accuracy of any information furnished to the Purchaser with respect to the Company, and the Purchaser has not requested or received any representations from the Issuer with respect to any such information, its accuracy or completeness. The Purchaser waives any requirement of due diligence in investigation or inquiry on the part of the Issuer, its officials, counsel, agents and consultants and all claims, actions or causes of action which the Purchaser may have from and after the date hereof against the Issuer, its officials, counsel, agents and consultants growing out of any such action which any of the foregoing took, or could have taken, in connection with the authorization, execution, delivery, and sale of the Bonds to the Purchaser or in connection with any statement or representation by the Company which induced the Purchaser to purchase the Bonds.
(f) The Purchaser has received and reviewed copies of the Bond Documents and the Bond Ordinance.
(g) This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity.
(h) The Purchaser has been informed by the Company and agrees that the Indenture has not been qualified under the Trust Indenture Act of 1939, and that the Bonds (i) are not being registered or otherwise qualified for sale under (a) the Securities Act of 1933, as amended, or (b) the “Blue Sky” laws and regulations of any state, (ii) will not be listed on any stock or other securities exchange, (iii) will not carry a rating from any rating service and (iv) will not be readily marketable. The Purchaser has been informed by the Company and agrees that a legend will be placed on the Bonds certificate or any other documents evidencing ownership of the Bonds to the effect that it has not been registered under the Securities Act by reason of a specific exemption therefrom 1933, as amended, or the applicable state “Blue Sky” laws and that it may only be transferred in compliance with the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form Indenture and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesapplicable securities laws.
(iiii) The execution, delivery and performance of this Agreement by the Purchaser will not constitute a default under any other agreement by which the Purchaser is bound.
(j) The Purchaser is aware acknowledges that its purchase of the adoption of Rule 144 Bonds constitutes a transaction in a bond secured by the Securities Indenture which is, among other things, a personal property security agreement, pursuant to which the Bonds are offered and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in sold as a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futureunit.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 3 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement, Bond Purchase Agreement
Purchaser Representations. In connection with the issuance and acquisition of Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) a. The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) b. The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that exemption from such registration is not requiredavailable. The Purchaser further acknowledges and understands that the Company is under no obligation hereunder to register the Purchased Shares.
(iii) c. The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) d. The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules and regulations promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawShares.
(v) e. The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) f. The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Restricted Stock Purchase Agreement (Marketaxess Holding Inc), Restricted Stock Purchase Agreement (Marketaxess Holding Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company Corporation as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company Corporation and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company Corporation is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company Corporation with written assurances, in substance and form satisfactory to the CompanyCorporation, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawany "blue sky" laws.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company Corporation is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Stock Subscription Agreement (Sulphco Inc), Stock Subscription Agreement (Sulphco Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(ia) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her the Purchaser’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(iib) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance reasonably satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iiic) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(ivd) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she the Purchaser will not dispose of the Purchased Shares unless and until he or she the Purchaser has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she the Purchaser has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawthe Rules of the California Corporations Commissioner.
(ve) The Purchaser has been furnished with, and has had access to, such information as he or she the Purchaser considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vif) The Purchaser is aware that his or her the Purchaser’s investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her the Purchaser’s financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her the Purchaser’s investment in the Purchased Shares.
Appears in 2 contracts
Samples: Employment Agreement (Control4 Corp), Employment Agreement (Control4 Corp)
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Shares, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser is acquiring aware of the Company's business affairs and will hold financial condition and has acquired sufficient information about the Purchased Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her Purchaser's own account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act. Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for Purchaser's own account.
(iib) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein.
(c) Purchaser further acknowledges and understands that the Purchased Shares must be held indefinitely, indefinitely unless they the Shares are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that exemption from such registration is not requiredavailable. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless the Shares are registered or such registration is not required in the opinion of counsel for the Company.
(iiid) The Purchaser is aware familiar with the provisions of the adoption of Rule Rules 144 by the Securities and Exchange Commission 701 under the Securities Actact, which permits as in effect from time to time, which, in substance, permit limited public resales resale of securities acquired "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering, offering subject to the satisfaction of certain conditions, including (without limitation) . Rule 701 provides that if the availability issuer qualifies under Rule 701 at the time of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose issuance of the Purchased Shares in violation of securities, such issuance will be exempt from registration under the Securities Act, . In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, or as amended, the rules promulgated thereundersecurities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter. In the event that the sale of the Shares does not qualify under Rule 701 at the time of purchase, including then the Shares may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 under after the Securities Act. The Purchaser agrees that he or she will not dispose has purchased, and made full payment of (within the Purchased Shares unless and until he or she has complied with all requirements meaning of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) ), the proposed disposition will not result in the contravention of any transfer restrictions applicable securities to the Purchased Shares under state securities lawbe sold.
(ve) The Purchaser has been furnished withfurther understands that at the time Purchaser wishes to sell the Shares there may be no public market upon which to make such a sale, and has had access tothat, even if such a public market then exists, the Company may not be satisfying the current public current information as he requirements of Rule 144 or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares701, and that, in such event, Purchaser would be precluded from selling the Purchaser has Shares under Rule 144 or 701 even if the minimum holding period requirement had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharesbeen satisfied.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Founder's Stock Purchase Agreement (Netlibrary Inc), Founder's Stock Purchase Agreement (Netlibrary Inc)
Purchaser Representations. In connection with the issuance and acquisition of Founder's Shares under this Agreement, the Purchaser Founder hereby represents and warrants to the Company as follows:
(ia) The Purchaser Founder is acquiring and will hold the Purchased Founder's Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(iib) The Purchaser Founder understands that the Purchased Founder's Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Founder's Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser Founder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser Founder further acknowledges and understands that the Company is under no obligation to register the Purchased Founder's Shares.
(iiic) The Purchaser Founder is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser Founder acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(ivd) The Purchaser Founder will not sell, transfer or otherwise dispose of the Purchased Founder's Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser Founder agrees that he or she will not dispose of the Purchased Founder's Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Founder's Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Founder's Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Stock Restriction Agreement (Chemconnect Inc), Stock Restriction Agreement (Chemconnect Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, as presently in effect.
(ii) The Purchaser is acquiring and will hold the Purchased Shares for investment for his his, her or her its account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(iiiii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iiiiv) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(ivv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(vvi) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vivii) The Purchaser is aware that his his, her or her its investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his his, her or her its financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his his, her or her its investment in the Purchased Shares.
Appears in 2 contracts
Samples: Restricted Stock Purchase Agreement (Hortonworks, Inc.), Restricted Stock Purchase Agreement (Hortonworks, Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state the securities lawlaws or regulations of any state.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Riverbed Technology, Inc.), Stock Purchase Agreement (Riverbed Technology, Inc.)
Purchaser Representations. In connection with the issuance and acquisition receipt of Shares under the Securities pursuant to this Agreement, the Purchaser hereby represents and warrants to the Company as followsthe following:
(a) The execution and delivery by the Purchaser of this Agreement, and the acquisition by the Purchaser of the Securities under this Agreement, do not contravene or constitute a default under, or violation of, (i) any agreement (or require the consent of any party under any such agreement that has not been made or obtained) to which the Purchaser is a party, or (ii) any judgment, injunction, order, decree or other instrument binding upon the Purchaser, in each case except where such contravention, default, violation or failure to obtain a consent, individually or in the aggregate, would not reasonably be expected to impair Purchaser’s ability to acquire the Securities under this Agreement.
(b) The Purchaser understands the definition of the term “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act, and qualifies as an accredited investor.
(c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. The Purchaser is acquiring and will hold the Purchased Shares Securities for investment for his or her its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities ActAct or under any applicable provision of state law. The Purchaser does not have any present intention to transfer the Securities to any other person or entity in such a “distribution.”
(iid) The Purchaser understands that the Purchased Shares Securities have not been registered under the Securities Act by reason of a specific exemption therefrom and therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein.
(e) The Purchaser understands that the Purchased Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must be held indefinitely, hold the Securities indefinitely unless they are subsequently registered under with the Securities Act SEC and, if applicable, qualified by state authorities, or the Purchaser obtains an opinion sold or otherwise disposed of counselin a transaction exempt from, in form and substance satisfactory to the Company and its counselor not subject to, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitationsqualification requirements. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans obligation to satisfy these conditions register or qualify the Securities for resale, except as set forth in the foreseeable futureSection 6 of this Agreement.
(ivf) The By reason of its business and financial experience, the Purchaser will not sell, transfer or otherwise dispose has the ability to protect its own interests in connection with the purchase of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawSecurities.
(vg) The Purchaser has been furnished withnot engaged any brokers, finders or agents, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in neither the Purchased Shares, and Company nor the Purchaser has had an opportunity to ask questions and receive answers from has, nor will, incur, directly or indirectly, as a result of any action taken by the Company regarding the terms and conditions of the issuance of the Purchased SharesPurchaser, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement.
(vih) The Purchaser is aware that his has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Purchaser relies solely on such advisors and not on any statements or her investment in representations of the Company is a speculative investment that has limited liquidity and is subject to the risk or any of complete lossits agents, written or oral. The Purchaser is able, without impairing his understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Sharestransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sierra Oncology, Inc.), Security Purchase Agreement (Sierra Oncology, Inc.)
Purchaser Representations. In connection a. The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the issuance enforcement of creditors’ rights generally and acquisition general principles of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:equity.
(i) b. The Purchaser is acquiring an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has been advised that this instrument is a security and will hold that the Purchased Shares offer and sale of this instrument have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing this instrument for investment its own account for his investment, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
c. The Purchaser hereby represents that none of the “distributionbad actor” thereof within disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the meaning Securities Act (a “Disqualification Event”) is applicable to the Purchaser or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean with respect to any Purchaser any individual, firm, corporation, partnership, association, limited liability company, trust or any other entity that is a beneficial owner of the Purchaser’s securities for purposes of Rule 506(d) of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Simple Agreement for Future Tokens, Simple Agreement for Future Tokens (MassRoots, Inc.)
Purchaser Representations. In connection (a) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the issuance enforcement of creditors’ rights generally and acquisition general principles of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:equity.
(ib) The Purchaser is acquiring either: (i) not a “U.S. person” as such term is defined in Rule 902 of Regulation S under the Securities Act; or (ii) an eligible person listed under Rule 701(c) of the Securities Act. The Purchaser has been advised that this Agreement is a security that has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless registered under the Securities Act and will hold the Purchased Shares applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing this security instrument for investment its own account for his investment, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Sharesdistribution thereof, and the Purchaser has had no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition, and is able to bear the economic risk of such investment for an indefinite period of time. The Purchaser further represents that it has been provided the opportunity to ask questions the Token Issuer questions, and receive where applicable, has received answers from the Company Token Issuer, regarding this Agreement and the terms and conditions offering of the issuance of the Purchased Sharesthis Agreement.
(vic) The Purchaser is aware that his or her investment not a resident of the state of New York.
(d) The Purchaser incorporates and restates in this Agreement by reference all representations and warranties made by the Purchaser in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete lossPurchase Agreement. The Purchaser is ablefurther represents that it has read the Purchase Agreement, without impairing his or her financial conditionunderstands and agrees to be bound by its terms, and has been provided the opportunity to hold ask the Purchased Shares for an indefinite period Token Issuer questions, and where applicable, has received answers from the Token Issuer, regarding the Purchase Agreement.
(e) The representations and warranties of the Purchaser set forth in this DDA, including those incorporated and restated by reference, shall be deemed repeated and reaffirmed by the Purchaser to suffer a complete loss the Token Issuer as of his or her investment each date the Token Issuer issues Tokens to the Purchaser pursuant to this Agreement. If at any time prior to the termination of this DDA, the representations and warranties set forth in this DDA, including those incorporated and restated by reference, cease to be true in any material respect, the Purchased SharesPurchaser shall promptly so notify the Token Issuer in writing.
Appears in 2 contracts
Samples: Safe (Simple Agreement for Future Equity) (Blockstack Inc.), Safe (Simple Agreement for Future Equity) (Blockstack Token LLC)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that which has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vincera, Inc.), Stock Purchase Agreement (Vincera, Inc.)
Purchaser Representations. In connection Purchaser represents and warrants, with respect to itself only, as follows: Purchaser hereby acknowledges that an investment in the issuance Shares involves certain significant risks. Purchaser has no need for liquidity in its investment in the Shares for the foreseeable future and acquisition is able to bear the risk of that investment for an indefinite period. Purchaser acknowledges and hereby agrees that the Shares will not be transferable under this Agreement, any circumstances unless the Purchaser hereby represents either registers the Shares in accordance with federal and warrants state securities laws or complies with an exemption under such laws. Purchaser further understands that any certificates, book entries or other form of recordation evidencing the Shares will bear a legend referring to the Company foregoing transfer restrictions until such time as follows:
a restrictive legend is no longer required under applicable federal and state securities laws. The Shares are being purchased solely for Purchaser’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof, and Purchaser has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Purchaser has been given the opportunity to (i) The Purchaser is acquiring ask questions of and will hold receive answers from the Purchased Shares for investment for his or her account only Seller and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning Company concerning the terms and conditions of the Securities Act.
Shares, and the business and financial condition of the Company and (ii) The Purchaser understands obtain any additional information that the Purchased Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist Purchaser in evaluating the advisability of the receipt of the Shares have and an investment in the Company. Purchaser is not been registered under the Securities Act relying on any oral or other representation (other than as expressly set forth in this Agreement) made by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory any person as to the Company and its counselSeller, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The or their respective operations, financial condition, plans or prospects. Purchaser is aware of the adoption of Rule 144 an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 19341933, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawas amended.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arena Fortify Acquisition Corp.), Securities Purchase Agreement (Arena Fortify Acquisition Corp.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring acquired and will hold holds the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state the securities lawlaws or regulations of any State.
(v) The Purchaser has been was furnished with, and has had access to, such information as he or she considers considered necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Stock Restriction Agreement (Sirtris Pharmaceuticals, Inc.), Stock Restriction Agreement (Sirtris Pharmaceuticals, Inc.)
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Shares, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser is acquiring aware of the Company’s business affairs and will hold financial condition and has acquired sufficient information about the Purchased Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(iib) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.
(c) Purchaser understands that the Purchased Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser must be held indefinitely, hold the Shares indefinitely unless they are subsequently registered under with the Securities Act and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. Purchaser obtains further acknowledges that if an opinion exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of counselsale, in form the holding period for the Shares, and substance satisfactory requirements relating to the Company which are outside of the Purchaser’s control, and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that which the Company is under no obligation and may not be able to register the Purchased Sharessatisfy.
(iiid) The Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that relying on the Company has no plans to satisfy these conditions in the foreseeable futurefor any tax advice.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Yumanity Therapeutics, Inc.), Common Stock Purchase Agreement (Yumanity Therapeutics, Inc.)
Purchaser Representations. In connection with the issuance Each Purchaser, severally and acquisition of Shares under this Agreementnot jointly, the Purchaser hereby represents and warrants and covenants to the Company as follows:
(ia) The Securities to be purchased by such Purchaser is acquiring and will hold the Purchased Shares are being purchased for investment for his or her account only such Purchaser's own account, and not with a view toto distribution, assignment or for resale to others or to fractionalization in connection with, whole or in part. No other person has or will have a direct or indirect beneficial interest in such Securities or any “distribution” thereof within the meaning of the Securities Actcomponent thereof.
(b) The financial situation of such Purchaser is such that it can afford to bear the economic risk of holding the Securities for an indefinite period, and such Purchaser can afford to suffer the complete loss of its investment in the Securities. Such Purchaser has (i) knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities and (ii) The carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained herein.
(c) This Agreement has been duly authorized, executed and delivered by such Purchaser understands that the Purchased Shares have not been registered under and, assuming due execution and delivery by each other party hereto, constitutes a valid and binding obligation of such Purchaser enforceable in accordance with its terms.
(d) Such Purchaser shall hold the Securities Act by reason of a specific exemption therefrom subject to, and that shall have voting rights with respect thereto as specified in, the Purchased Company's Bye-laws and the Certificate in effect from time to time and shall not assign, sell, hypothecate or otherwise transfer the Securities, the Conversion Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Warrant Shares other than in accordance with applicable law and the provisions with respect thereto in such documents.
(e) Such Purchaser obtains an opinion of counsel, in form covenants and substance satisfactory agrees to make available to the Company and its counselthe appropriate insurance regulatory governmental authorities all information concerning such Purchaser required to be furnished to such governmental authorities in connection with obtaining requisite approvals, that and further covenants and agrees to make all filings, and seek to acquire all consents, required by such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesgovernmental authorities.
(f) The execution, delivery and performance by such Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any provision of the organizational documents of such Purchaser, (ii) assuming compliance with the matters referred to in Section C.1.a, violate any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree or (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired violate or result in a non-public offeringdefault under any agreement or other instrument binding upon such Purchaser or any of its Subsidiaries, subject except in each case as would not reasonably be expected to the satisfaction of certain conditionshave, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions individually or in the foreseeable futureaggregate, a Material Adverse Effect (as defined below) on such Purchaser.
(ivg) The Such Purchaser has, or will not sellhave prior to the Closing Date, transfer sufficient cash or otherwise dispose other sources of immediately available funds to enable it to make payment of the Purchased Shares in violation of purchase price for the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless as required hereunder and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares related fees and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawexpenses.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 2 contracts
Samples: Subscription Agreement (Arch Capital Group LTD), Subscription Agreement (Arch Capital Group LTD)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company Seller as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her its account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act. Purchaser is not a "Beneficial Owner" as defined by current SEC terms and definitions, nor is purchaser acting in any way as an "underwriter."
(ii) The Purchaser understands that the Purchased Restricted Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company Seller and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company Seller is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company Seller has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company Seller with written assurances, in substance and form satisfactory to the CompanySeller, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.the Rules of the Securities and Exchange Commission..
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company Seller regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her its investment in the Company Seller is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her its financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her its investment in the Purchased Shares.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Golf Entertainment Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby represents and warrants to the Company Seller as followsset forth in this Section 2.2.
(a) The Purchaser is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted.
(b) The Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement and all agreements, documents and instruments to be executed and delivered by the Purchaser to the Seller pursuant hereto and thereto (collectively, the “Purchaser Transaction Documents” and, together with the Seller Transaction Documents, the “Transaction Documents”) and to perform its obligations under the Purchaser Transaction Documents. The execution and delivery by the Purchaser of the Purchaser Transaction Documents and the performance by the Purchaser of its obligations thereunder have been duly authorized by all requisite limited liability company action of the Purchaser. No other action on the part of the Purchaser or its members is necessary to authorize the execution, delivery and performance by the Purchaser of the Purchaser Transaction Documents.
(c) This Agreement has been, and upon their execution the other Purchaser Transaction Documents will have been, duly executed and delivered by the Purchaser. Assuming the Seller Transaction Documents have been duly authorized, executed and delivered by the Seller, this Agreement constitutes, and upon their execution each of the other Purchaser Transaction Documents will constitute, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law.
(d) Other than filings required by Section 13 or Section 16 of the Exchange Act (which the Purchaser shall file with the SEC when and as the same is due), the execution and delivery of the Purchaser Transactions Documents by the Purchaser and the performance by the Purchaser of its obligations thereunder do not and will not:
(i) violate any provision of the Constituent Documents of the Purchaser; and
(ii) (A) conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Purchaser or any part of the properties or assets of the Purchaser, (B) require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, permit or authorization to which the Purchaser is a party or by which any of its properties or assets is bound, (C) result in the creation or imposition of any Lien on any part of the properties or assets of the Purchaser, (D) violate any Order binding on the Purchaser or any part of its properties or assets, and (E) otherwise require any Governmental Approvals or any Third Party Consents.
(e) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of the Purchaser, threatened, by or against the Purchaser or any of its Affiliates that seeks to enjoin, restrain or prohibit the transactions contemplated by this Agreement and the other Purchaser Transaction Documents and, to the knowledge of the Purchaser, no event has occurred and no circumstance exists that would be reasonably likely to be a basis for any such litigation.
(f) The Purchaser has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Securities and is able financially to bear the risks thereof. The Purchaser is acquiring and will hold the Purchased Shares Securities for its own account, for investment for his or her account only only, and not with a view to, or for resale sale in connection with, any “distribution” distribution thereof within in violation of applicable Law, and the meaning of Purchaser has no present or contemplated agreement, undertaking, arrangement obligation, indebtedness, or commitment providing for the distribution or sale thereof. The Purchaser acknowledges and agrees that the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act and may not be sold, pledged or otherwise transferred by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements provisions of the Securities Act or with any an exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawtherefrom.
(vg) The Purchaser has been furnished withno liability or obligation to pay any fees or commissions to any broker, and has had access to, such information as he finder or she considers necessary or appropriate for deciding whether agent with respect to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharestransactions contemplated by this Agreement.
(vih) The Purchaser is aware that his or her investment has taken all necessary actions to initiate the “capital call” and other related transactions necessary to ensure sufficient availability of funds to pay the Purchase Price in cash on the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period Closing Date and to suffer a complete loss of his or her investment in effect the Purchased Sharestransactions contemplated hereby.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bounty Investments, LLC)
Purchaser Representations. In connection (a) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the issuance enforcement of creditors’ rights generally and acquisition general principles of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:equity.
(ib) The Purchaser is acquiring not a “U.S. person” as such term is defined in Rule 902 of Regulation S under the Securities Act. The Purchaser has been advised that this Agreement is a security that has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless registered under the Securities Act and will hold the Purchased Shares applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing this security instrument for investment its own account for his investment, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Sharesdistribution thereof, and the Purchaser has had no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition, and is able to bear the economic risk of such investment for an indefinite period of time. The Purchaser further represents that it has been provided the opportunity to ask questions the Token Issuer questions, and receive where applicable, has received answers from the Company Token Issuer, regarding this Agreement and the terms and conditions offering of the issuance of the Purchased Sharesthis Agreement.
(vic) The Purchaser is aware that his or her investment not a resident of the state of New York.
(d) The Purchaser incorporates and restates in this Agreement by reference all representations and warranties made by the Purchaser in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete lossPurchase Agreement. The Purchaser is ablefurther represents that it has read the Purchase Agreement, without impairing his or her financial conditionunderstands and agrees to be bound by its terms, and has been provided the opportunity to hold ask the Purchased Shares for an indefinite period Token Issuer questions, and where applicable, has received answers from the Token Issuer, regarding the Purchase Agreement.
(e) The representations and warranties of the Purchaser set forth in this DDA, including those incorporated and restated by reference, shall be deemed repeated and reaffirmed by the Purchaser to suffer a complete loss the Token Issuer as of his or her investment each date the Token Issuer issues Tokens to the Purchaser pursuant to this Agreement. If at any time prior to the termination of this DDA, the representations and warranties set forth in this DDA, including those incorporated and restated by reference, cease to be true in any material respect, the Purchased SharesPurchaser shall promptly so notify the Token Issuer in writing.
(f) The Puchaser’s signature on the Signature Page of the Purchase Agreement constitutes delivery and execution of both the DDA and the Purchase Agreement.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition purchase of the Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(ia) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her the Purchaser’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within with the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
(iib) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iiic) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(ivd) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or as amended, the rules promulgated thereunder, including Rule 144 under the Securities Act, or the laws of the British Virgin Islands. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she the Purchaser has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she the Purchaser has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken taken, and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under any state securities lawlaws or the laws of the British Virgin Islands.
(ve) The Purchaser has been furnished with, and has had access to, such information as he or she the Purchaser considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vif) The Purchaser is aware that his or her the Purchaser’s investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her the Purchaser’s financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her an investment in the Purchased Shares.
(g) The Purchaser has adequate net worth and means of providing for the Purchaser’s current needs and possible personal contingencies to sustain a complete loss of his/her investment in the Purchased Shares and has no need for liquidity of this investment. The Purchaser’s total commitment to investments, which are not readily marketable, is not disproportionate to the Purchaser’s net worth and will not become disproportionate as a result of the Purchaser’s investment in Purchased Shares (and, in any event, the Purchaser’s investment in the Purchased Shares does not exceed 10% of Purchaser’s net worth (or joint net worth with that of Purchaser’s spouse, if any). The Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of investment in the Company, and the Purchaser is able to bear the economic risk of the Purchaser’s investment in the Company
(h) The Purchaser is acquiring the Purchased Shares without having been furnished any offering literature or prospectus other than the documents attached hereto and any other documents specifically authorized by the Company’s Board.
Appears in 1 contract
Samples: Restricted Shares Purchase Agreement (Cibus Global, Ltd.)
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Units, the Purchaser hereby represents and warrants to the Company as followsSeller the following:
(ia) Purchaser has full power and authority to enter into this Agreement. The execution, delivery and performance by Purchaser of this Agreement has been duly authorized by all requisite action by Purchaser and this Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
(b) There is no active claim, action, suit, proceeding, arbitration, complaint, charge or investigation that questions the validity of this Agreement or the right of Purchaser to enter into the Agreement or to consummate the transactions contemplated by this Agreement.
(c) Purchaser, as a current member of the management team of Xxxx Labs responsible for operating Xxxx Labs’ business, is aware of the Xxxx Labs’ business affairs and financial condition and has acquired sufficient information about Xxxx Labs to reach an informed and knowledgeable decision to acquire the Units. Purchaser is acquiring and will hold purchasing the Purchased Shares Units for investment for his or her Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Act”).
(iid) The Purchaser understands that the Purchased Shares Units have not been registered under the Securities Act by reason of a specific exemption therefrom and that therefrom, which exemption depends upon, among other things, the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion bona fide nature of counsel, Purchaser’s investment intent as expressed in form and substance satisfactory to the Company and its counsel, that such registration is not required. The this Agreement.
(e) Purchaser further acknowledges and understands that the Company Units must be held indefinitely unless the Units are subsequently registered under the Act or an exemption from such registration is available. Purchaser further acknowledges and understands that Xxxx Labs is under no obligation to register the Purchased SharesUnits.
(iiif) The Purchaser is aware of familiar with the adoption provisions of Rule 144 by the Securities and Exchange Commission under the Securities ActAct as in effect from time to time, which that, in substance, permits limited public resales resale of “restricted securities” acquired, directly or indirectly, from the issuer of such securities acquired (or from an affiliate of such issuer), in a non-public offering, offering subject to the satisfaction of certain conditions.
(g) Purchaser further understands that at the time Purchaser wishes to sell the Units there may be no public market upon which to make such a sale, including (without limitation) and that, even if such a public market then exists, Xxxx Labs may not be satisfying the availability of certain current public information about requirements of Rule 144, and that, in such event, Purchaser may be precluded from selling the issuer, Units under Rule 144 even if the resale occurring only after the minimum holding period required by Rule 144 has requirement had been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(ivh) The Purchaser will not sellfurther warrants and represents that Purchaser has either (i) preexisting personal or business relationships, transfer with Xxxx Labs or otherwise dispose any of its officers, directors or controlling persons, or (ii) the capacity to protect Purchaser’s own interests in connection with the purchase of the Purchased Shares in violation Units by virtue of the Securities Actbusiness or financial expertise of Purchaser or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Seller, the Securities Exchange Act Xxxx Labs or any of 1934their affiliates, directly or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawindirectly.
(vi) The Purchaser acknowledges that Purchaser has been furnished with, read all tax related sections and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the further acknowledges Purchaser has had an opportunity to ask questions consult Purchaser’s own tax, legal and receive answers from the Company financial advisors regarding the terms and conditions purchase of the issuance of the Purchased SharesUnits under this Agreement.
(vij) The Purchaser acknowledges and agrees that in making the decision to purchase the Units under this Agreement, Purchaser has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement.
(k) If Purchaser is aware not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that his may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or her investment transfer of the Units. Purchaser’s subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
(l) Purchaser acknowledges that the Units are subject to certain restrictions set forth in the Company is a speculative investment that Operating Agreement.
(m) Purchaser has limited liquidity reviewed the representations and is subject warranties regarding Xxxx Labs in Section 5 of the draft Equity Purchase Agreement, by and among the Seller, Xxxx Labs, Mereo Capital Partners I, LP and Point Lookout Capital Partners IV, LLC provided to Purchaser by the risk Seller on the date of complete loss. The this Agreement, and Purchaser is ablenot aware of any inaccuracies in such representations and warranties, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment other than as disclosed in the Purchased Sharesdraft Disclosure Schedule provided to Purchaser by the Seller on the date of this Agreement.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares Units under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares Units for investment for his or her its account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares Units have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares Units must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased SharesUnits.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares Units in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he he, she or she it will not dispose of the Purchased Shares Units unless and until he he, she or she it has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares Units and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares Units under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares Units under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased SharesUnits, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased SharesUnits.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares Units for an indefinite period and to suffer a complete loss of his or her investment in the Purchased SharesUnits.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (Eight Dragons Co.)
Purchaser Representations. In connection Purchaser, to Purchaser’s current, actual knowledge without any investigation or inquiry represents and warrants to Seller the following:
(a) Purchaser is a duly organized and validly existing corporation under the laws of the State of Delaware.
(b) Purchaser has, without notice to or consent or joinder of any other person or entity, the full right, power and authority to enter into and perform this Agreement, including full right, power and authority to purchase the Property from Seller.
(c) Purchaser’s execution, delivery and performance of this Agreement: (i) are within Purchaser’s power and authority and have been duly authorized; and (ii) will not conflict with, or with or without notice or the passage of time, or both, result in a breach of any of the terms and provisions of or constitute a default under any legal requirement, indenture, mortgage, loan agreement or instrument to which Purchaser is a party or by which Purchaser is bound.
(d) To Purchaser’s current actual knowledge, Purchaser is, and on the Closing Date will be, financially able to consummate the purchase of the Property in the manner contemplated by this Agreement.
(e) Purchaser has no knowledge of any facts or circumstances which Purchaser has not disclosed to Seller and which would reveal any breach of any representation, warranty or covenant on the part of Seller under this Agreement. If Purchaser, prior to Closing, becomes aware of any matter which is the subject of any representation, warranty or covenant made by Purchaser under this Agreement and which would make any such representation, warranty or covenant inaccurate, incomplete or unperformable in any material respect, then Purchaser will promptly (and prior to the Closing Date) notify Seller in writing of the existence of such matter. Except in the event that such matter has been created by or under the control of Purchaser or is due to any act or omission of Purchaser, Seller must, within five (5) business days after Seller’s receipt of Purchaser’s notice either (i) accept such modified representation, warranty or covenant as Purchaser may then give consistent with the issuance facts and acquisition circumstances set out in Purchaser’s notice and close the purchase of Shares the Property under this Agreement, the Purchaser hereby represents and warrants waiving Seller’s rights to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his object to any matters which are not covered by such modified representation, warranty or her account only and not with a view to, covenant; or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The terminate this Agreement, as Seller’s sole and exclusive remedy. Purchaser understands hereby agrees that each of the Purchased Shares have not been registered under foregoing representations and warranties shall be deemed restated by Purchaser effective as of Closing, and shall survive Closing hereunder for a period of two (2) years. All references in this Section 22 or elsewhere in this Agreement to “Purchaser’s knowledge” and words of similar import shall refer to facts within the Securities Act by reason current actual knowledge of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act Xxxxxxx Case (but nothing in this Section 22 or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements remainder of this Agreement applicable shall imply or impose any personal liability on the part of Xxxxxxx Case). Purchaser warrants and represents (without any limitation to such warranty and representation) that Xxxxxxx Case is the disposition of Purchased Shares and he or she individual within Purchaser’s organization that has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration greatest personal knowledge of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements condition of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken Property and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharesmatters set forth in this Section 22.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance Access to Information: Independent Investigation
a. Purchaser Representations and acquisition of Shares under this Agreement, the Warranties. Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring neither a US citizen or Resident Alien, as such terms are defined in Rule 902, promulgated under the Securities Act.
(ii) Purchaser is sufficiently experienced in financial and will hold business matters to be capable of evaluating the Purchased Shares merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the transaction.
(iii) Purchaser is purchasing the Subordinated Debentures for its own account or for the account of beneficiaries for whom the Purchaser has full investment discretion, each of which beneficiaries is bound to all of the terms and provisions hereof including all representations and warranties herein. Purchaser is purchasing the Subordinated Debentures for investment purposes only and not with an intent towards further sale or distribution thereof, and has not pre-arranged any sale with any other purchaser.
(iv) The Subordinated Debentures have not been registered under the Securities Act, but are being offered in reliance upon an exemption therefrom; Regulation S, Rule 902. Additionally, the underlying securities, for his which these Subordinated Debentures may be converted into, will be issued in place of, and in lieu of payment on the Subordinated Debentures. and
(v) Purchaser acknowledges that the purchase of the Securities Involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the Securities, including the total loss of its investment.
(vi) Purchaser understands that the Securities are being offered and sold to it in reliance on an exemption from the registration requirements of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the applicability of such safe harbor and the suitability of Purchaser to acquire the Securities.
(vii) Purchaser is purchasing the Securities for its own account or her for the account only of beneficiaries for whom Purchaser has full investment discretion and not with a view to, or for resale sale in connection with, any “"distribution” thereof within the meaning " (as such term is used in Section 2(11) of the Securities Act) thereof.
(iiviii) The In evaluating its investment, Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and has consulted its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesown investment and/or legal and/or tax advisors.
(iiiix) The Purchaser is aware not an underwriter or, or dealer in, the Securities, and Purchaser is not participating, pursuant to a contractual agreement, in the distribution of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futureSecurities.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with purchasing the issuance and acquisition of Shares under this AgreementShares, the Purchaser hereby acknowledges, represents and warrants to the Seller on the date hereof and on the Closing Date that:
(a) The Purchaser is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Purchaser has full and adequate right, power, capacity and authority to enter into, execute, deliver and perform this Agreement in accordance with its terms.
(b) This Agreement has been duly authorized by the Purchaser, has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(c) Each of the Ancillary Agreements has been duly authorized by the Purchaser and, on the Closing Date, will have been duly executed and delivered by the Purchaser and will constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(d) Assuming the making of all filings, notifications, and notices as may be required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx") and the receipt of all clearances, consents, authorizations, and waiting period expirations or terminations required thereunder, the purchase of the Shares by the Purchaser hereunder, the execution and delivery of the Ancillary Agreements by the Purchaser and the performance by the Purchaser of its obligations hereunder and under the Ancillary Agreements will not conflict with, result in a breach or violation of, or constitute a default under, (i) any law applicable to the Purchaser, (ii) the organizational documents of the Purchaser or (iii) the terms of any indenture or other agreement or instrument to which such Purchaser is a party or bound, or any judgment, order or decree applicable to the Purchaser of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Purchaser, except in the cases of (i) and (iii), for any such conflict, breach, violation or default that would not materially and adversely affect the purchase of the Shares and the consummation of the transactions contemplated herein and in the Ancillary Agreements.
(e) Assuming the making of all filings, notifications, and notices as may be required under the HSR Act and the receipt of all clearances, consents, authorizations, and waiting period expirations or terminations required thereunder, no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Purchaser of its purchase of the Shares hereunder and the execution and delivery of the Ancillary Agreements by the Purchaser and the performance by the Purchaser of its obligations under the Ancillary Agreements.
(f) The Purchaser is purchasing the Shares in the ordinary course of its business and has no arrangement with any person, directly or indirectly, to participate in the distribution of the Shares.
(g) The Purchaser is knowledgeable, sophisticated and experienced in business and financial matters and has previously invested in securities similar to the Shares. The Purchaser is able to bear the economic risk of its investment in the Shares and is presently able to afford the complete loss of such investment and has been afforded access to information about the Company, the Seller, and their affiliates and their financial condition, results of operations, business, property and management, and the Merger and Spin-Off Transactions sufficient to enable the Purchaser to evaluate its investment in the Shares. The Purchaser was given a meaningful opportunity to negotiate the terms of the transactions contemplated hereby and none of the Seller, the Company nor any of their respective affiliates or representatives put any pressure on the Purchaser to respond to the opportunity to participate in the transactions contemplated hereby. The Purchaser is an “accredited investor” as follows:defined in Rule 501(a) under the Securities Act and the Purchaser is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
(h) The Purchaser (i) has received such information about the Seller and the Company and the Merger and Spin-Off Transactions as requested by the Purchaser; (ii) understands and accepts that the Shares to be issued pursuant to this Agreement involve risk, and (iii) has made an independent decision to acquire the Shares based on the information available to such Purchaser. Such Purchaser acknowledges that it has independently made its own analysis and decision to acquire the Shares without reliance upon the Seller, Company or their respective representatives and based on such information as it has deemed appropriate in its independent judgment. The Purchaser further acknowledges that (i) it has had the opportunity to consult its own tax advisors and (ii) it has not relied on the Seller, the Company or their respective affiliates or representatives for any tax advice related to the transactions contemplated hereunder.
(i) The Purchaser is acquiring and will hold the Purchased Shares pursuant to this Agreement for investment purposes and solely for his or her its account only and not with without a view toto the distribution thereof.
(j) None of the Seller, the Company or for resale in connection withany of their respective affiliates, representatives, officers, employees, agents or controlling persons has provided any “distribution” thereof investment advice or rendered any opinion to such Purchaser as to whether the transaction contemplated hereby is prudent or suitable.
(k) The Purchaser did not become aware of the transactions contemplated hereby through any form of general solicitation or advertising within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered Rule 502 under the Securities Act or otherwise through a “public offering” under Section 4(a)(2) of the Securities Act. As of the date hereof, there is no proceeding before or brought by any governmental authority now pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser, which would, individually or in the aggregate, reasonably be expected to materially and adversely affect the consummation of the transactions contemplated herein and in the Ancillary Agreements or the performance by the Purchaser obtains an opinion of counselits obligations hereunder and thereunder.
(l) As of the date hereof, in form and substance satisfactory there is no proceeding before or brought by any governmental authority now pending or, to the Company knowledge of the Purchaser, threatened against or affecting the Purchaser, which would, individually or in the aggregate, reasonably be expected to materially and adversely affect the consummation of the transactions contemplated herein and in the Ancillary Agreements or the performance by the Purchaser of its counsel, that such registration obligations hereunder and thereunder.
(m) The Purchaser is not required. The a party to any contract, agreement or understanding with any person that would give rise to a claim against the Purchaser further acknowledges and understands that for a brokerage commission, finder’s fee or like payment in connection with the Company is under no obligation to register purchase of the Purchased Shares.
(iiin) The Purchaser is aware of Except for the adoption of Rule 144 by express representations and warranties contained in this Agreement, neither the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to Seller nor the Company, that (A) the proposed disposition does not require registration nor any of the Purchased Shares under the Securities Act their respective affiliates, attorneys, accountants and financial and other advisors, has made any representations or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable warranties to the Purchased Shares under state securities lawsuch Purchaser.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby irrevocably represents and warrants to the Company as followsthe following:
(ia) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) THE PURCHASER AGREES AND CERTIFIES THAT THE PURCHASER IS ACQUIRING THE TOKENS FOR ITS OWN PERSONAL USE AND UTILITY, TO PARTICIPATE IN THE GLOBEX NETWORK, AND NOT FOR INVESTMENT OR FINANCIAL PURPOSES. The Purchaser has been advised that notwithstanding the foregoing, this Agreement may be a security under the Laws of certain jurisdictions and, when issued, the Tokens issuable hereunder may be securities under the Laws of certain jurisdictions, and that the offers and sales pursuant to this Agreement and of the Tokens have not been registered under any country’s securities Laws and, therefore, may not be able to be resold except in compliance with each applicable country’s Laws. Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Tokens. The Purchaser has relied upon its own investigation, legal and other advisors to determine that the Tokens which I am purchasing are not defined as “securities” in accordance with the definitions provided by the Securities Act of 1933 or the Securities Exchange of 1934.
(c) The Purchaser therefore further agrees and certifies that it is acquiring entering into this Agreement and will hold the Purchased Shares this Transaction for investment for his its own account, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, the distribution or assignment of this Agreement or the Tokens, and the Purchaser has no present intention of selling, granting any “distribution” thereof within participation in, or otherwise distributing or assigning the meaning same. By signing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Agreement or any of the Securities ActTokens. The Purchaser has not been formed for the specific purpose of entering into this Agreement and acquiring any of the Tokens.
(iid) The Purchaser understands and acknowledges that no public market now exists for the Tokens, and that the Purchased Shares have Company has made no assurances that a public market will ever exist for the Tokens. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of entry into this Agreement and acquiring the Tokens, is able to incur a complete loss of the Purchase Amount without impairing the Purchaser’s financial condition and is able to bear the economic risk of not been receiving the Tokens or any return of the Purchase Amount for an indefinite period of time. The Purchaser agrees to complete the and submit to the Company the Purchaser Information Form attached hereto as Exhibit A.
(e) Because the Tokens are not registered, the Purchaser is aware that should the Tokens be hereinafter determined to be a “security” I may be compelled to hold the Tokens indefinitely unless they are registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares any applicable state securities laws or I must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that obtain exemptions from such registration is not requiredregistration. The Purchaser further acknowledges and understands that the Company is under has no obligation to register or qualify this Agreement or the Purchased Shares.Tokens for resale
(iiif) The Purchaser hereby confirms it is familiar with the technology, business environment, regulatory environment and other factors related to and affecting blockchain-based projects and innovations, smart contracts and the issuance and sale of blockchain tokens. The Purchaser hereby further confirms that it has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of entry into this Agreement and acquiring the Tokens and is able to bear the risks thereof. The Purchaser is aware of the adoption of Rule 144 by the Securities Company’s business affairs and Exchange Commission under the Securities Act, which permits limited public resales of securities financial condition and has acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public sufficient information about the issuer, Company to reach an informed and knowledgeable decision to enter into this Agreement and acquire the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitationsTokens. The Purchaser acknowledges and understands that entering into this Agreement and acquiring the conditions for resale Tokens involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the Tokens will not conform to the description set form in Rule 144 have forth on Schedule A, (ii) the technology associated with the Globex Network will not been satisfied function as intended; (iii) the Globex Network and Network Launch will not be completed; (iv) the Globex Network will fail to attract sufficient interest from key stakeholders; and (v) the Company and/or the Globex Network may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Company has no plans Tokens will be created and delivered to satisfy these conditions in the foreseeable futurePurchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis, except only to the extent the Purchaser may be entitled to exercise rejection rights under Section 1(b) hereof. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
(ivg) THE PURCHASER UNDERSTANDS THAT THE TOKENS, BLOCKCHAIN TECHNOLOGY, THE ETHEREUM PROTOCOL AND ETHER ARE NEW AND UNTESTED TECHNOLOGIES AND THAT FACTORS OUTSIDE THE COMPANY’S CONTROL AND ADVERSE CHANGES IN MARKET AND LEGAL CONDITIONS OR TECHNOLOGY WILL EXCUSE THE COMPANY’S DELIVERY OF TOKENS, SUBJECT ONLY TO PURCHASER’S RIGHTS UNDER SECTION 1(C) AND SECTION 5(B), AS APPLICABLE. THE PURCHASER FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE RISKS INHERENT IN THE TRANSACTION, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH ON SCHEDULE B. FOR THE AVOIDANCE OF DOUBT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT IN CONNECTION WITH THE PURCHASER'S RIGHTS UNDER SECTION 1(C), SECTION 5(B) AND SECTION 5(C), THE COMPANY SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO LAUNCH THE GLOBEX NETWORK OR CONSUMMATE THE NETWORK LAUNCH.
(h) The Purchaser will not sell, transfer or otherwise dispose understands that Purchaser bears sole responsibility for any taxes as a result of the Purchased Shares in violation matters and transactions the subject of this instrument, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Securities Act, Company that result from the Securities Exchange Act issuance of 1934Tokens to the Purchaser pursuant to Section 1(a) of the instrument) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the rules promulgated thereunder, including Rule 144 under the Securities Act. use or ownership of Tokens.
(i) The Purchaser agrees affirms that he no notice is required to be given to any person, court, or she will not dispose of government or any agency thereof by it in connection with the Purchased Shares unless valid execution and until he or she has complied with all requirements delivery of this Agreement applicable to and the disposition Tokens. Moreover, there are no actions, suits, proceedings or investigations, at law or in equity or by or before any court, government, administrative agency or arbitrator of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Companyany nature, that (A) might have an effect on the proposed disposition does not require registration consummation of the Purchased Shares under the Securities Act transactions contemplated by this Agreement and that are pending or all appropriate action necessary for compliance with the registration requirements of the Securities Act threatened against, involving, or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawaffecting it.
(vj) The Purchaser understands and expressly accepts that the Purchaser has been furnished withnot relied on any representations or warranties made by the Company or any other Person outside of this Agreement, and has had access including, but not limited to, such information as he conversations of any kind, whether through oral or she considers necessary electronic communication, or appropriate for deciding whether to invest in the Purchased Sharesany presentation, technical paper, white paper, social media content or website posting.
(k) The Tokens do not entitle, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions no expectation whatsoever of the issuance of Tokens providing to, the Purchased Shares.Purchaser or any Member any voting or economic interests (including, without limitation, rights to profits or distributions at any time or from time to time) or any other rights or interests whatsoever except those that are expressly specified on Schedule A.
(vil) The This Agreement does not entitle, and the Purchaser is aware that his has no expectation whatsoever of this Agreement providing to, the Purchaser or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is ableany other Person any voting or economic interests (including, without impairing his limitation, rights to profits or her financial conditiondistributions at any time or from time to time) or any other rights or interests whatsoever, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment except those that are expressly specified in the Purchased Sharesthis Agreement.
Appears in 1 contract
Samples: Token and Share Purchase Agreement
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the each Purchaser hereby severally (and not jointly and severally) represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the a Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the a Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance Access to Information; Independent Investigation
a. Purchaser Representations and acquisition of Shares under this Agreement, the Warranties. Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring either an "accredited investor" or a "sophisticated purchaser" as such terms are defined in Rule 501 promulgated under the Securities Act.
(ii) Purchaser is sufficiently experienced in financial and will hold business matters to be capable of evaluating the Purchased Shares merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the transaction.
(iii) Purchaser is purchasing the Preferred Stock for its own account or for the account of beneficiaries for whom the Purchaser has full investment discretion, each of which beneficiaries is bound to all of the terms and provisions hereof including all representations and warranties herein. Purchaser is purchasing the Preferred Stock for investment purposes only and not with an intent towards further sale or distribution thereof, and has not pre-arranged any sale with any other purchaser.
(iv) The Preferred Stock has not been registered under the Securities Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless such transaction is the subject of a registration statement filed with and declared effective by the Securities and Exchange Commission (the "SEC") or unless an exemption from the registration requirements under the Securities Act such as Rule 144 is available. Purchaser represents and warrants and hereby agrees that all offers and sales of the Preferred Stock and the Common Stock issuable upon conversation thereof (collectively, the "Securities") shall be made only pursuant to such registration or to such exemption from registration. No later than 60 days after the Closing Date, the Company shall file a registration statement on Form S-3 under the Securities Act and under all applicable Blue Sky laws covering the Common Stock and to cause such registration statement to be declared effective, by acceleration, within 120 days thereafter, by the SEC, all at the Company's sole cost and expense. Such best efforts shall include promptly responding to all comments received by the staff of the SEC, providing Purchaser or its counsel with contemporaneous copies of all written communications form the staff of the SEC and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the SEC. Such registration statement shall name Purchaser as a selling shareholder and shall provide for his the sale of the Common Stock by Purchaser or her in the-over-the-counter market through or to securities brokers or dealers that may receive compensation in the form of discounts, concessions, or commissions. This obligation to register the Common Stock is in addition to the Company's registration obligation described in Section 10 hereunder. None of the foregoing shall in any way limit Purchaser's rights to sell the Common Stock in reliance on an exemption from the registration requirements under the Securities Act in connection with a particular transaction. In the event the Company either (a) fails to file a registration statement covering the Common Stock issuable upon conversion of the Preferred Stock, within 60 days of the first Closing Date or (b) fails to have such registration statement declared effective by the Securities and Exchange Commission within 120 days of the first Closing Date, the Conversion Price shall be increased, in each case as liquidated damages and not as a penalty, to give the Holder upon conversion additional shares of common stock equal to 5% of the shares that would otherwise be issuable for each violation of the foregoing covenants. Regardless of whether the Company registers the resale of the Common Stock issuable upon conversion of the Preferred Stock, the Company will, upon the presentation of an opinion of the Purchaser's counsel, allow the Purchaser to offer and sell the shares of Common Stock in reliance on the provisions of Rule 144, at the option of Purchaser.
(v) Purchaser acknowledges that the purchase of the Securities involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the Securities, including the total loss of its investment.
(vi) Purchaser understands that the Securities are being offered and sold to it reliance on an exemption from the registration requirements of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the applicability of such safe harbor and the suitability of Purchaser to acquire the Securities.
(vii) Purchaser is purchasing the Securities for its own account only or for the account of beneficiaries for whom Purchaser has full investment discretion and not with a view to, or for resale sale in connection with, any “"distribution” thereof within the meaning " (as such term is used in Section 2(11) of the Securities Act) thereof.
(iiviii) The In evaluating its investment, Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and has consulted its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesown investment and/or legal and/or tax advisors.
(iiiix) The Purchaser is aware not an underwriter or, or dealer in, the Securities, and Purchaser is not participation, pursuant to a contractual agreement, in the distribution of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futureSecurities.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawthe Rules of the California Corporations Commissioner.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.invest
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Stock, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms.
(b) Purchaser acknowledges receipt of the Registration Statement (defined under Section 4(i) hereof). Purchaser is acquiring and will hold purchasing the Purchased Shares Stock, if any, for investment for his or her Purchaser's own account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(iic) The Purchaser understands that the Purchased Shares have Stock, if any, has not been registered under the Securities Act by reason of a specific exemption therefrom and therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein.
(d) Purchaser understands that the Purchased Shares must certificate evidencing the Stock will be held indefinitely, imprinted with a legend which prohibits its transfer unless they are subsequently it is registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iiie) The Purchaser is aware of familiar with the adoption provisions of Rule 144 by the Securities and Exchange Commission 144, under the Securities Act, which as in effect from time to time, which, in substance, permits limited public resales resale of securities acquired "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering, offering subject to the satisfaction of certain conditionsconditions including, including among other things: (without limitationi) the availability of certain current public information about the issuer, Company and (ii) the resale occurring only following the required holding period under Rule 144 after the holding period required by Purchaser has purchased, and made full payment of (within the meaning of Rule 144 has been satisfied144), the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futurebe sold.
(ivf) The Purchaser will not sellfurther understands that at the time Purchaser wishes to sell the Stock there may be no public market upon which to make such a sale, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Actand that, even if such a public market then exists, the Securities Exchange Act Company may not be satisfying the current public information requirements of 1934Rule 144, or and that, in such event, Purchaser would be precluded from selling the rules promulgated thereunder, including Stock under Rule 144 under even if the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has minimum holding period requirement had been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawsatisfied.
(vg) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware a "qualified institutional buyer" as that his or her investment term is defined in Rule 144A under the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased SharesAct.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby represents and warrants to the Company Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows:
(i) 4.1 The Purchaser is acquiring either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
4.2 The Purchaser has been advised that it is intended that this Agreement will hold not constitute a security and that the Purchased Shares offers and sales of the Tokens have not been registered under any country’s securities laws. The Purchaser is purchasing the Tokens for investment its own account for his investment, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Sharesdistribution thereof, and the Purchaser has had an opportunity to ask questions and receive answers from no present intention of selling, granting any participation in, or otherwise distributing the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete losssame. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is ablecapable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing his or her the Purchaser’s financial condition, condition and is able to hold bear the Purchased Shares economic risk of such investment for an indefinite period of time.
4.3 That the Purchaser is not:
(A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”);
(B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or
(C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement. (Collectively, “Excluded Persons”).
4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to suffer a complete loss the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of his which would make any documents and information provided misleading or her investment in the Purchased Sharesincomplete.
Appears in 1 contract
Samples: Saft Agreement
Purchaser Representations. In connection with the issuance Each Purchaser, severally and acquisition of Shares under this Agreementnot jointly, the Purchaser hereby represents and warrants and covenants to the Company as follows:
(ia) The Securities to be purchased by such Purchaser is acquiring and will hold the Purchased Shares are being purchased for investment for his or her account only such Purchaser's own account, and not with a view toto distribution, assignment or for resale to others or to fractionalization in connection with, whole or in part. No other person has or will have a direct or indirect beneficial interest in such Securities or any “distribution” thereof within the meaning of the Securities Actcomponent thereof.
(b) The financial situation of such Purchaser is such that it can afford to bear the economic risk of holding the Securities for an indefinite period, and such Purchaser can afford to suffer the complete loss of its investment in the Securities. Such Purchaser has (i) knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities and (ii) The carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained herein.
(c) This Agreement has been duly authorized, executed and delivered by such Purchaser understands that the Purchased Shares have not been registered under and, assuming due execution and delivery by each other party hereto, consti- tutes a valid and binding obligation of such Purchaser enforceable in accordance with its terms.
(d) Such Purchaser shall hold the Securities Act by reason of a specific exemption therefrom subject to, and that shall have voting rights with respect thereto as specified in, the Purchased Company's Bye-laws and the Certificate in effect from time to time and shall not assign, sell, hypothecate or otherwise transfer the Securities, the Conversion Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Warrant Shares other than in accordance with applicable law and the provisions with respect thereto in such documents.
(e) Such Purchaser obtains an opinion of counsel, in form covenants and substance satisfactory agrees to make available to the Company and its counselthe appropriate insurance regulatory governmental authorities all information concerning such Purchaser required to be furnished to such governmental authorities in connection with obtaining requisite approvals, that and further covenants and agrees to make all filings, and seek to acquire all consents, required by such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesgovernmental authorities.
(f) The execution, delivery and performance by such Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any provision of the organizational documents of such Purchaser, (ii) assuming compliance with the matters referred to in Section C.1.a, violate any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree or (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired violate or result in a non-public offeringdefault under any agreement or other instrument binding upon such Purchaser or any of its Subsidiaries, subject except in each case as would not reasonably be expected to the satisfaction of certain conditionshave, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions individually or in the foreseeable futureaggregate, a Material Adverse Effect (as defined below) on such Purchaser.
(ivg) The Such Purchaser has, or will not sellhave prior to the Closing Date, transfer sufficient cash or otherwise dispose other sources of immediately available funds to enable it to make payment of the Purchased Shares in violation of purchase price for the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless as required hereunder and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares related fees and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawexpenses.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(ia) The Purchaser is acquiring and that it will hold acquire the Purchased Shares Note for its own account, for the purpose of investment for his or her account only and not with a view toto the distribution of the Note or any part thereof; PROVIDED, HOWEVER, that the disposition of the Purchaser's property shall be at all times within its own control and the provisions hereof shall be without prejudice to the Purchaser's right at all times to sell or otherwise dispose of all or any part of the Note in compliance with applicable securities law, (b) that the acquisition of the Note will not constitute a "prohibited transaction" (as such term is defined under ERISA) under Section 406 of ERISA or Section 4975 of the Code, and (c) that it has not, directly or indirectly, incurred and will not directly or indirectly incur any obligation for any finder's or broker's or similar fees or commissions in connection with this Agreement, the issuance and delivery of the Note, or for resale in connection with, any “distribution” thereof within the meaning transactions contemplated hereby. The acquisition of the Securities Act.
(ii) Note by the Purchaser at Closing shall constitute confirmation by it of the accuracy of the foregoing representations and warranties on and as of the time the Note is issued. The Purchaser understands acknowledges that the Purchased Shares have Note has not been registered under the Securities Act by reason of a specific 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or the securities laws of any state or other jurisdiction and cannot be disposed of unless it is subsequently registered under the Securities Act and any applicable state laws or exemption therefrom and that from such registration is available. The Purchaser agrees not to transfer the Purchased Shares must be held indefinitelyNote except in accordance with all applicable securities laws. The Purchaser agrees to the imprinting, unless they so long as the securities are subsequently not registered under the Securities Act or the Purchaser obtains an opinion securities laws of counselany state, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by following legend on the Securities and Exchange Commission under the Securities ActNote: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, which permits limited public resales of securities acquired in a non-public offeringAS AMENDED, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futureOR ANY STATE SECURITIES LAW AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares."
Appears in 1 contract
Samples: Note Purchase Agreement (First Interstate Bancsystem of Montana Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby represents and warrants to the Company as follows:
(a) This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditor’s rights and rules or laws concerning equitable remedies.
(b) The Purchaser understands that neither the Shares nor the Conversion Shares have been registered (i) under the Securities Act or (ii) under any similar state laws. The Purchaser also understands that the Shares are being offered and sold pursuant to exemptions from the registration requirements of such federal and state laws based in part upon the Purchaser’s representations contained in this Agreement, and further acknowledges that the Company will not have and has no obligation to recognize any sale, transfer or assignment of all or any part of the Shares or Conversion Shares to any person unless and until the provisions of this Section 4(b) have been fully satisfied or waived. The Purchaser hereby represents and warrants as follows:
(i) The Purchaser is an executive officer and a director of the Company. The Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares (or the Conversion Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares, the Conversion Shares or any shares of its Common Stock except as required by the Registration Rights Agreement (as defined below). Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of the Shares or the Conversion Shares under the circumstances, in the amounts or at the times the Purchaser might propose.
(ii) The Purchaser is acquiring the Shares and will hold the Purchased Conversion Shares for Purchaser’s own account for investment for his or her account only only, and not with a view to, or for resale towards their distribution in connection with, any “distribution” thereof within the meaning violation of the Securities Act.
(iiiii) The Purchaser does hereby acknowledge that the Purchaser (A) has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of an investment in the Shares and the transactions contemplated by this Agreement, (B) is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, and (C) understands that such Purchaser (and not the Purchased Company) shall be responsible for its own tax liability that may arise as a result of this investment in the Shares have not been registered under or the Securities Act transactions contemplated by this Agreement.
(iv) The Purchaser represents that by reason of a specific exemption therefrom its business or financial experience, the Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement.
(v) The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. The Purchaser has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment.
(vi) The Purchaser acknowledges and agrees that the Purchased Shares, and, if issued, the Conversion Shares must be held indefinitely, indefinitely unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that exemption from such registration is not requiredavailable. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser has been advised or is aware of the adoption provisions of Rule 144 by the Securities and Exchange Commission promulgated under the Securities Act, which permits limited public resales resale of securities acquired shares purchased in a non-public offering, private placement subject to the satisfaction of certain conditions, including (without limitation) including, among other things: the availability of certain current public information about the issuerCompany (which such Purchaser acknowledges the Company has no present intention of making available), the resale occurring only not less than six months after a party has purchased and paid for the holding period required by Rule 144 has been satisfiedsecurity to be sold, the sale occurring being through an unsolicited “broker’s transaction,” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount number of securities shares being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(ivvii) The Purchaser will not sell, transfer or otherwise dispose resides in the state identified in the address of the Purchased Shares in violation Purchaser set forth on Purchaser’s signature page to this Agreement.
(viii) The Purchaser represents that it is an “accredited investor” within the meaning of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 Regulation D under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Offer Letter (Nevro Corp)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her the Purchaser’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she the Purchaser will not dispose of the Purchased Shares unless and until he or she the Purchaser has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she the Purchaser has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she the Purchaser considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her the Purchaser’s investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her the Purchaser’s financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her the Purchaser’s investment in the Purchased Shares.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (PowerComm Holdings Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby represents and warrants to the Company Seller as followsset forth in this Section 2.2.
(a) The Purchaser is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted.
(b) The Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement, the Amended Stockholders Agreement and all agreements, documents and instruments to be executed and delivered by the Purchaser to the Seller pursuant hereto and thereto (collectively, the “Purchaser Transaction Documents” and, together with the Seller Transaction Documents, the “Transaction Documents”) and to perform its obligations under the Purchaser Transaction Documents. The execution and delivery by the Purchaser of the Purchaser Transaction Documents and the performance by the Purchaser of its obligations thereunder have been duly authorized by all requisite limited liability company action of the Purchaser. No other action on the part of the Purchaser or its members is necessary to authorize the execution, delivery and performance by the Purchaser of the Purchaser Transaction Documents.
(c) This Agreement has been, and upon their execution the other Purchaser Transaction Documents will have been, duly executed and delivered by the Purchaser. Assuming the Seller Transaction Documents have been duly authorized, executed and delivered by the Seller, this Agreement constitutes, and upon their execution each of the other Purchaser Transaction Documents will constitute, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law.
(d) Other than (w) compliance with any applicable requirements of the HSR Act, (x) the GE Documents, (y) filings required by Section 13 or Section 16 of the Exchange Act (which the Purchaser shall file with the SEC when and as the same is due) and (z) the Client Consents, the execution and delivery of the Purchaser Transactions Documents by the Purchaser and the performance by the Purchaser of its obligations thereunder do not and will not:
(i) violate any provision of the Constituent Documents of the Purchaser; and
(ii) (A) conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Purchaser or any part of the properties or assets of the Purchaser, (B) require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, permit or authorization to which the Purchaser is a party or by which any of its properties or assets is bound, (C) result in the creation or imposition of any Lien on any part of the properties or assets of the Purchaser, (D) violate any Order binding on the Purchaser or any part of its properties or assets, and (E) otherwise require any Governmental Approvals or any Third Party Consents.
(e) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of the Purchaser, threatened, by or against the Purchaser or any of its Affiliates that seeks to enjoin, restrain or prohibit the transactions contemplated by this Agreement and the other Purchaser Transaction Documents and, to the knowledge of the Purchaser, no event has occurred and no circumstance exists that would be reasonably likely to be a basis for any such litigation.
(f) The Purchaser has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Shares and is able financially to bear the risks thereof. The Purchaser is acquiring and will hold the Purchased Shares for its own account, for investment for his or her account only only, and not with a view to, or for resale sale in connection with, any “distribution” distribution thereof within in violation of applicable Law or the meaning of Amended Stockholders Agreement, and the Securities Act.
(ii) Purchaser has no present or contemplated agreement, undertaking, arrangement obligation, indebtedness, or commitment providing for the distribution or sale thereof. The Purchaser understands acknowledges and agrees that the Purchased Shares have not been registered under the Securities Act and may not be sold, pledged or otherwise transferred by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements provisions of the Securities Act or an exemption therefrom and with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result restrictions set forth in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawAmended Stockholders Agreement.
(vg) The Purchaser has been furnished withno liability or obligation to pay any fees or commissions to any broker, and has had access to, such information as he finder or she considers necessary or appropriate for deciding whether agent with respect to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharestransactions contemplated by this Agreement.
(vih) The Purchaser is aware that his or her investment in has reviewed and agrees with the Company is a speculative investment that has limited liquidity list of Client Consents and is subject to the risk manner of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares Consent for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shareseach Client Consent set forth on Schedule 2.1(h) attached hereto.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby represents and warrants to the Company as follows:
(i) 3.3.1 The Purchaser is acquiring and will hold the Purchased Shares Note for investment for his or her its account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended ("Securities Act").
(ii) 3.3.2 The Purchaser understands that the Purchased Shares have Note has not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares Note must be held indefinitely, unless they are it is subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased SharesNote.
(iii) 3.3.3 The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable forseeable future.
(iv) 3.3.4 The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares Note in violation of the Securities Act, the Securities Exchange Act of 1934, as amended, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she it will not dispose of the Purchased Shares Note unless and until he or she it has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawNote.
(v) 3.3.5 The Purchaser has been furnished with, and has had access to, such information as he or she it considers necessary or appropriate for deciding whether to invest in the Purchased SharesNote, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased SharesNote.
(vi) 3.3.6 The Purchaser is aware that his or her its investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her its financial condition, to hold the Purchased Shares Note for an indefinite period and to suffer a complete loss of his or her its investment in the Purchased SharesNote. The Purchaser understands that an investment in the Note involves a high degree of risk. The Purchaser is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act.
Appears in 1 contract
Purchaser Representations. In connection with order to induce the issuance and acquisition of Shares under Company to accept this Agreementsubscription, the each Purchaser hereby represents and warrants to to, and covenants with, the Company (solely on its own behalf and not as regards other Purchasers) as follows:
(i) A. The Purchaser is acquiring and will hold purchasing the Purchased Shares Securities for the Purchaser’s own account (not as a nominee or agent) for investment for his or her account only purposes and not with a view totowards resale or distribution of any part thereof. The Purchaser has no present arrangement or intention to sell or distribute the Securities, or for resale to grant participation in connection withthe Securities. The Purchaser does not have any contract, undertaking, agreement or arrangement with any “distribution” thereof within the meaning person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Securities Act.sold hereby;
(ii) B. The Purchaser understands acknowledges and agrees that neither the U.S. Securities and Exchange Commission nor any securities agency of any other jurisdiction has reviewed the placement of the Securities and that the Purchased Shares Securities have not been registered under the Securities Act of 1933, as amended (“Act”). Certificates representing the Securities will bear the following legend and the Purchaser agrees to abide by reason of a specific exemption therefrom the terms thereof:
C. The Purchaser has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the Company, its management and its current financial condition;
D. The Purchaser acknowledges that the Purchased Shares must be held indefinitelyCompany has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing, unless they are subsequently registered under including but not limited to advice as to the Securities Act legality of any resale of the securities comprising the Securities, as well as the suitability of the investment for the Purchaser;
E. Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser obtains an opinion by the Company or any agent, employee or affiliate of counsel, in form and substance satisfactory to the Company and its counsel, that such registration in entering into this transaction the Purchaser is not required. relying upon any information, other than that contained in this Agreement and the result of independent investigation by the Purchaser;
F. The Purchaser further acknowledges understands that the Securities are being sold to it in reliance on specific exemptions from the registration requirements of the United States Federal and understands State securities laws, and that the Company is under no relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Securities;
G. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms;
H. The Purchaser is not purchasing the Securities as a result of any advertisement of the offering of the Securities;
I. This subscription for the Securities has not been induced by any representations or warranties by any person whatsoever with regard to register the Purchased Shares.future value of the Company's securities;
J. The Purchaser agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the Act; and
K. Such Purchaser acknowledges that he has received, carefully read and understands in their entirety (i) this Agreement; (ii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (iii) The a private placement memorandum being circulated herewith (the “PPM”); and (iv) written (or verbal) answers to all questions the Purchaser is aware submitted to the Company regarding an investment in the Company; and the Purchaser has relied on the information contained therein and has not been furnished with any other documents, offering literature or prospectus.
L. Such Purchaser understands that (i) the Securities being purchased hereunder have not been registered under the Act, and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Purchaser cannot sell the Securities unless they are registered under the Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sales of the adoption of Rule 144 by securities; (iv) the Company will place stop transfer instructions against the Securities and Exchange Commission under the certificates for the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to restrict the satisfaction of certain conditions, including transfer thereof; and (without limitationv) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans obligations to satisfy these conditions register the Securities or assist the Purchaser in obtaining an exemption from the various registration requirements except as set forth herein. Purchaser agrees not to resell the Securities without compliance with the terms of this Agreement, the Act and any applicable state or foreign securities laws.
M. Such Purchaser understands that an investment in the foreseeable futureSecurities involves substantial risks, and Purchaser recognizes and understands the risks relating to the purchase of the Securities, including the fact that the Purchaser could lose the entire amount of the Purchaser’s investment in the Securities.
N. Such Purchaser has substantial investment expertise in capital offerings and is extremely familiar with the Company’s business plan, and is knowledgeable about the risks associated with the business in which the Company is engaged, namely, and has either alone or together with the Purchaser’s representative, such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Company. O. Purchaser is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act. If the Purchaser is a natural person, such Purchaser (i) is a citizen or resident of the country set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) The has no need for liquidity in his investment in the Securities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Purchaser will not sellrepresents and warrants to the Company that he, transfer she or otherwise dispose it is one of the Purchased Shares following:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000;
b. an individual who had an individual income in violation excess of $200,000 in 2009 and 2010 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2011;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the rules promulgated thereunderemployee benefit plan has total assets in excess of $5,000,000; or, including if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 144 506(b)(2)(ii) under the Securities Act. The Purchaser agrees that he ;
g. an individual who is a director or she will not dispose executive officer of the Purchased Shares unless and until he or she has complied with Company or
h. an entity in which all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements equity owners are accredited investors.
P. Such Purchaser acknowledges that it received a copy of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers PPM directly from the Company regarding the terms and conditions that is has not provided a copy PPM to any other person, and it covenants that it will not provide a copy of the issuance of the Purchased SharesPPM to any other person.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the each Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-three month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state the securities lawlaws or regulations of any State.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: General Release and Settlement Agreement (Sputnik, Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents to Issuer that Purchaser (a) has not assigned or transferred the incentive bonus right described in Section 2 above, or any portion thereof or interest therein, to any third party; (b) understands that the investment in the Preferred Shares is a speculative investment; (c) is aware of the business affairs and warrants financial condition of Issuer and has acquired sufficient information about Issuer to reach an informed and knowledgeable decision to acquire the Company as follows:
Preferred Shares; (id) The Purchaser is acquiring and will hold purchasing the Purchased Preferred Shares for investment for his or her Purchaser's own account only and not with a view to, or for resale in connection with, any “"distribution” thereof " within the meaning of the Securities Act of 1933, as amended (the "Securities Act.
"), or applicable state securities laws; (iie) The Purchaser understands that neither the Purchased Preferred Shares nor any shares of the Issuer's common stock issued or issuable upon conversion of the Preferred Shares (the "Conversion Shares") have not been been, nor will be, registered under the Securities Act or applicable state securities laws by reason of a specific exemption therefrom and exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein; (f) acknowledges that the Purchased Preferred Shares and any Conversion Shares must be held indefinitely, indefinitely unless they are subsequently registered under the Securities Act and qualified under applicable state securities laws or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that unless exemptions from such registration is not required. The Purchaser further and qualification requirements are available; (g) acknowledges that each certificate representing the Preferred Shares and understands that any Conversion Shares will be endorsed with a legend setting forth the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware restrictions on transfer of the adoption Preferred Shares and any Conversion Shares; (h) has had, or has had the opportunity to have, this Agreement reviewed prior to execution by Purchaser's legal counsel and Purchaser's financial or other advisors; (i) is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Preferred Shares; and (j) is an "accredited investor" as defined in Rule 144 by the Securities and Exchange Commission 501(a) of Regulation D promulgated under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection Purchaser represents the following to the ------------------------- Company:
(a) Purchaser has full power and authority to enter into this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of such Purchaser, enforceable against the purchaser in accordance with its terms.
(b) Purchaser recognizes that an investment in the issuance Company is a speculative investment involving a high degree of risk.
(c) Purchaser has adequate net worth and acquisition means of Shares providing for current needs and possible personal contingencies, and has no need, and anticipates no need in the foreseeable future, to sell the Stock (or the Common Stock issuable upon conversion) for which such Purchaser hereby subscribes. Purchaser is able to bear the economic risk of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the Stock (and the Common Stock issuable upon conversion) for an indefinite period of time and has a sufficient net worth to sustain a loss of the entire investment in the Company in the event such loss should occur.
(d) Purchaser is acquiring the Stock for his own account for investment and not for the benefit of any other person or with a view toward resale or redistribution in a manner which would require registration under the 1933 Act, and such Purchaser does not now have any reason to anticipate any change in circumstances or other particular occasion or event which would cause such Purchaser to sell the Stock (or the Common Stock issuable upon conversion).
(e) Purchaser acknowledges that there are substantial restrictions on the transferability of the Stock (and the Common Stock issuable upon the conversion thereof). Since the Preferred Stock (and the Common Stock issuable upon conversion thereof) will not be, and, except as provided in this Agreement, the Purchaser hereby represents and warrants has no right to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view torequire that they be, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities 1933 Act by reason of a specific exemption therefrom or qualified pursuant to applicable state securities law, the Stock (and the Common Stock issuable upon conversion thereof) may not be, and Purchaser agrees that the Purchased Shares must be held indefinitelythey shall not be, sold unless they are subsequently registered such sale is exempt from such registration under the Securities 1933 Act and any other applicable state securities law or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not requiredregulation. The Each Purchaser further acknowledges and understands that the Company is under no obligation to register aid me in obtaining any exemption from the Purchased Sharesregistration requirements. Purchaser acknowledges that Purchaser shall be responsible for compliance with all conditions on transfer imposed by any securities administrator of any state and for any expenses incurred by the Company for legal or accounting services in connection with reviewing such a proposed transfer and/or issuing opinions in connection therewith.
(iiif) The Purchaser is aware has received and reviewed (i) a JetFax letter to Holders of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities ActSeries A Preferred Stock dated July 15, which permits limited public resales of securities acquired in a non-public offering1991, subject to the satisfaction of certain conditions, including (without limitationii) the availability Notice of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” Meeting and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory Proxy statement related to the Company, that 's 1991 Annual Meeting (A"proxy Statement) and (iii) the Company's Annual Report for the year ended march 31, 1991, all of which having been mailed by the Company to you as a holder of Series A preferred Stock. Purchase is familiar with the proposed disposition does not require registration terms of the Purchased Shares under Series D Stock and Series E Stock. Purchaser has received and reviewed all information concerning the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act Company (including Rule 144financial information) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The that Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether desirable to invest in make an informed business judgment concerning the Purchased Shares, risks and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions merits of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her further investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased SharesCompany.
Appears in 1 contract
Samples: Subscription and Stock Purchase Agreement (Jetfax Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.written
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Units, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser is acquiring and will hold the Purchased Shares Units for investment for his Purchaser's own account only, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act. Purchaser has no present intention of selling, granting any participation in or otherwise distributing the Units. Purchaser does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any other person or entity, with respect to any of the Units.
(iib) The Purchaser understands that the Purchased Shares Units have not been registered under the Securities Act or any state securities laws by reason of a specific exemption exemptions therefrom that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser's representations as expressed herein, and that the Purchased Shares Units must be held indefinitely, unless they are subsequently registered under the Securities Act and applicable state securities laws or the Purchaser obtains an opinion of counsel, in form and substance provides evidence satisfactory to the Company and its counsel, that such an exemption from registration is not requiredavailable. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased SharesUnits.
(iiic) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares Units in violation of the Securities Act, the Securities Exchange Act of 1934, any state securities law or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she Purchaser will not dispose of the Purchased Shares Units unless and until he or she Purchaser has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares Units and he or she Purchaser has provided the Company with written assurances, in substance and form satisfactory to the Company, that (Ai) the proposed disposition does not require registration of the Purchased Shares Units under the Securities Act Act, or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken taken, and (Bii) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares Units under any applicable state securities lawlaws, rules and regulations.
(vd) The Purchaser has been furnished with, and has had access to, such information as he or she Purchaser considers necessary or appropriate for deciding whether to invest in the Purchased SharesUnits, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased SharesUnits.
(vie) The Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Units or Purchaser's making of an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code") as contemplated by this Agreement. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Units and that Purchaser is aware that his or her investment in not relying on the Company is a speculative investment that has limited liquidity and is subject or counsel to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares Company for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Sharesany tax advice.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (BeautyKind Holdings, Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser Stockholder hereby represents and warrants to the Company as follows:
(i) The Purchaser Stockholder is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser Stockholder understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser Stockholder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser Stockholder further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser Stockholder is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser Stockholder acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser Stockholder will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser Stockholder agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under applicable state securities law.
(v) The Purchaser Stockholder has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser Stockholder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser Stockholder is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser Stockholder is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawthe Rules of the California Corporations Commissioner.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that which has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Employment Agreement (Trulite Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company Corporation as follows:
(i) i. The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) . The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company Corporation and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company Corporation is under no obligation to register the Purchased Shares.
(iii) . The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period is required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” ", and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company Corporation has no plans to satisfy these conditions in the foreseeable future.
(iv) . The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company Corporation with written assurances, in substance and form satisfactory to the CompanyCorporation, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has had been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawthe Rules of the California Corporations Commissioner.
(v) v. The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) . The Purchaser is aware that his or her investment in the Company Corporation is a speculative investment that which has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Shares, the Purchaser hereby represents and warrants to the Company as follows:
(ia) The This Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms.
(b) Purchaser understands that the sale of the Shares has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under applicable state securities laws in reliance upon certain exemptions from such registration and qualification. Purchaser is acquiring an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.
(c) Purchaser is aware of the Company’s business affairs and will hold financial condition and has acquired sufficient information about the Purchased Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Act or under any applicable state securities laws. Purchaser does not have any present intention to transfer the Shares to any other party. Purchaser understands that the Purchased Shares have not been registered exemption from registration under the Securities Act by reason for the issuance of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under depends in part upon the Securities Act or the bona fide nature of Purchaser’s investment intent as expressed in this Agreement.
(d) Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is Shares are “restricted securities” under no obligation federal and state securities laws and that, pursuant to register the Purchased Shares.
(iii) The these laws, Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period may not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sellresell, transfer or otherwise dispose of the Purchased Shares unless they are registered and qualified under such laws or an exemption from such registration and qualification is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale except as provided in violation of the Securities Actthis Agreement. Purchaser further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on certain requirements, including, but not limited to, the Securities Exchange Act time and manner of 1934sale, or a required holding period for the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory requirements relating to the Company, that (A) which are outside of Purchaser’s control and which the proposed disposition does Company is under no obligation, and may not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable be able, to the Purchased Shares under state securities lawsatisfy.
(ve) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had believes that an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company Shares is a speculative suitable for Purchaser based on Purchaser’s investment that has limited liquidity objectives and financial needs, and Purchaser is subject able to bear the economic risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold an investment in the Purchased Shares for an indefinite period of time. Purchaser has such knowledge and experience in financial and business matters as to make Purchaser capable of evaluating the risks of the prospective investment and to suffer a complete loss make an informed investment decision. Purchaser has either (i) preexisting personal or business relationships with the Company or any of his its officers, directors or her investment controlling persons, or (ii) the capacity to protect Purchaser’s own interests in connection with the Purchased Sharespurchase of the Shares by virtue of the business or financial expertise of Purchaser or professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby represents and warrants to the Company Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows:
(i) 4.1 The Purchaser is acquiring either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
4.2 The Purchaser has been advised that it is intended that this Agreement will hold not constitute a security and that the Purchased Shares offers and sales of the Tokens have not been registered under any country’s securities laws. The Purchaser is purchasing the Tokens for investment its own account for his investment, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Sharesdistribution thereof, and the Purchaser has had an opportunity to ask questions and receive answers from no present intention of selling, granting any participation in, or otherwise distributing the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete losssame. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is ablecapable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing his or her the Purchaser’s financial condition, condition and is able to hold bear the Purchased Shares economic risk of such investment for an indefinite period of time.
4.3 That the Purchaser is not:
(A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”);
(B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or
(C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”).
4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to suffer a complete loss the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of his which would make any documents and information provided misleading or her investment in the Purchased Sharesincomplete.
Appears in 1 contract
Samples: General Notice
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawtaken.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that which has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Diamond Jonathan V)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company Seller as follows:
(ia) The Purchaser is acquiring a duly organized and will hold validly existing limited liability company under the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning laws of the Securities ActState of Massachusetts.
(iib) The Purchaser understands that has, without notice to or consent or joinder of any other person or entity, the Purchased Shares have not been registered under full right, power and authority to enter into and perform this Agreement, including full right, power and authority to purchase the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased SharesProperty from Seller.
(iiic) The Purchaser’s execution, delivery and performance of this Agreement: (i) are within Purchaser’s power and authority and have been duly authorized; and (ii) will not conflict with, or with or without notice or the passage of time, or both, result in a breach of any of the terms and provisions of or constitute a default under any legal requirement, indenture, mortgage, loan agreement or instrument to which Purchaser is aware of the adoption of Rule 144 a party or by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futureis bound.
(ivd) The To Purchaser’s current actual knowledge, Purchaser is, and on the Closing Date will be, financially able to consummate the purchase of the Property in the manner contemplated by this Agreement.
(e) Purchaser is not insolvent (as such term is in the United States Bankruptcy Code, 11 U.S.C. Sections 101, et seq. (the “Bankruptcy Code”)) and will not sellbecome insolvent as a result of entering into and consummating this Agreement or the transactions contemplated hereby (including, transfer or otherwise dispose without limitation, the purchase of the Purchased Shares Property), nor are the transactions contemplated hereunder or obligations incurred in violation connection herewith made or incurred by Purchaser with any intent to hinder, delay or defraud any creditors to which Purchaser is or becomes indebted. Purchaser acknowledges that it is receiving new, fair, reasonably equivalent value in exchange for the transfers and obligations contemplated by this Agreement, and affirmatively represents that neither its entry into this Agreement nor its consummation of the Securities Act, the Securities Exchange Act of 1934, transactions contemplated hereby constitutes a fraudulent conveyance or the rules promulgated thereunder, including Rule 144 preferential transfer under the Securities Act. The Bankruptcy Code or any other federal, state or local laws affecting creditors rights generally.
(f) Purchaser agrees that he or she will not dispose of is currently in compliance with, and shall at all times during the Purchased Shares unless and until he or she has complied with all requirements term of this Agreement applicable (including any extension thereof) remain in compliance with, the regulations of the OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto. Each of the warranties and representations of Purchaser under this Agreement is true and correct as of the Effective Date of this Agreement and shall be true and correct as of the date of Closing. The warranties, representations and covenants of Seller and Purchaser contained in this Agreement shall survive the Closing and shall inure to the disposition benefit of Purchased Shares and he or she has provided be binding upon the Company with written assurancesheirs, in substance legal representatives, successors and form satisfactory to the Company, that (A) the proposed disposition does not require registration assigns of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawParties hereto.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Stratus Properties Inc)
Purchaser Representations. In The Purchaser represents and acknowledges that, as of the date of this Agreement:
(a) The Purchaser is purchasing the Bond for its own account for investment and with no present intention of distributing or reselling the Bond or any interest in the Bond but without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Bond in compliance with the Securities Act of 1933, as amended, the regulations promulgated thereunder and applicable state securities laws and regulations.
(b) The Purchaser understands that the Bond is a special, limited, and not general, obligation of the Issuer, is payable solely from the revenues received by the Purchaser on behalf of the Issuer under the Lease and from the security therefor as described in the Indenture but from no other sources. It understands that the Bond is not secured by any obligation or pledge of any monies
(c) The Purchaser has received copies of financial statements of the Company, has been afforded the opportunity to discuss the business, assets and financial position of the Company with the officers, employees and auditors of the Company, and has received such information concerning the Company and its business, assets and financial position, and the Project (as defined in the Indenture) as it deems necessary in making its decision to purchase the Bond.
(d) The Purchaser is duly and legally authorized to purchase the Bond, has knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of its purchase of the Bond, is aware of the intended use of proceeds of the Bond, and understands that interest on the Bond is not excludable from gross income for federal income tax purposes.
(e) The Purchaser understands that the Issuer has not undertaken to furnish any information with respect to the Company or to ascertain the accuracy of any information furnished to the Purchaser with respect to the Company and the Purchaser has not requested or received any representations from the Issuer with respect to any such information, its accuracy or completeness. The Purchaser, for itself and for any subsequent holder of the Bond, waives any requirement of due diligence in investigation or inquiry on the part of the Issuer, its officials, counsel, agents and consultants and all claims, actions or causes of action which the Purchaser may have from and after the date hereof against the Issuer, its officials, counsel, agents and consultants growing out of any such action which any of the foregoing took, or could have taken, in connection with the issuance and acquisition authorization, execution, delivery, sale or resale of Shares under this Agreement, the Bond to or by the Purchaser hereby represents or in connection with any statement or representation which induced the Purchaser to purchase the Bond.
(f) The Purchaser has received and warrants to reviewed copies in draft and final form of the Bond Documents and the Bond Ordinance.
(g) This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity.
(h) The Purchaser has been informed by the Company as follows:and agrees that the Indenture has not been qualified under the Trust Indenture Act of 1939, and that the Bond (i) is not
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning acknowledges that its purchase of the Securities ActBond constitutes a transaction in a bond secured by the Indenture which is, among other things, a personal property security agreement, pursuant to which the Bond is offered and sold as a unit.
(iij) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason execution, delivery and performance of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 this Agreement by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 constitute a default under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and other agreement by which the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharesis bound.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents represents, warrants and warrants confirms to the Company as followsSeller that:
(ia) The Purchaser is acquiring has received and will hold read all documents required by Purchaser to make an informed decision with regard to the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning purchase of the Securities ActPreferred Stock. Additionally, Purchaser confirms that he has been directed to Wolverine’s website (xxx.xxx.xxx) which contains information concerning Wolverine’s current and periodic filings with the SEC and has had the opportunity to review the same. Purchaser has had sufficient experience in business and investment matters to evaluate the merits and risks involved in the investment made hereby.
(iib) The Purchaser understands that the Purchased Shares have Preferred Stock and underlying common stock into which it may be converted has not been registered under the Securities Act by reason of 1933, as amended (the “Act”) or under state securities laws and is being sold in a specific exemption therefrom private sale in reliance upon exemptions from the registration and/or prospectus delivery requirements of the Act and in reliance upon certain exemptions from the registration requirements of applicable state securities laws; and Purchaser further understands that Wolverine has no present intention of registering the Purchased Shares same, and, therefore, Purchaser must be held prepared to bear the economic risk of such investment indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register exemptions from registration relied upon by Seller depend upon, among other things, the Purchased Sharesbona fide nature of Purchaser’s investment intent expressed above and Purchaser’s other representations herein.
(iiic) The Purchaser understands that there is aware no assurance (i) that any event will occur that will create Value for the holders of the adoption of Rule 144 by Preferred Stock or the Securities and Exchange Commission under the Securities Act, common stock into which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including it may be converted; or (without limitationii) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during that there ever will be any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions Value for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futuresuch holders.
(ivd) The Purchaser is acquiring the Preferred Stock for its account and not with a view to any sale or distribution thereof within the meaning of the Act, and the rules and regulations of the SEC thereunder as amended from time to time (the “Regulations”), except to the extent permitted by the Act and the Regulations. Purchaser will not sellmake no sale, offer to sell or transfer or otherwise dispose of the Purchased any Shares in violation of the Securities Act, the Securities Exchange Act of 1934Regulations or any other federal or state securities law, or in violation of the rules promulgated thereunder, including terms of this Agreement.
(e) Purchaser is acting on its own behalf and has full power and authority to enter into and to perform this Agreement in accordance with its terms.
(f) Purchaser is an “accredited investor” as such term is defined in Rule 144 501 of Regulation D under the Securities Act. The .
(g) Purchaser agrees that he the following legend or she will not dispose a substantially similar legend may be placed on the certificate of certificates representing the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurancesPreferred Stock: THE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND, in substance and form satisfactory to the CompanyACCORDINGLY, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY 16, 2007 ( AS AMENDED FROM TIME TO TIME), AMONG CERTAIN OF THE COMPANYS’ STOCKHOLDERS, THE TERMS OF WHICH INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERS AND AGREEMENTS RELATED TO VOTING.
(vh) Purchaser understands that Seller is a “Stockholder” signatory to a certain Stockholders’ Agreement dated February16, 2007, currently in effect among all of the owners of the Preferred Stock (as amended from time to time, the “Stockholders’ Agreement”). The terms of the Stockholders’ Agreement include, among other things, restrictions on transfer and agreements related to voting. Any Purchaser has been furnished with, and has had access to, such information as who is a shareholder of Seller hereby confirms that he or she considers necessary or appropriate for deciding whether to invest shall be bound by the provisions of the Stockholders’ Agreement in the Purchased Sharessame manner as if such Purchaser were an original signatory to such Stockholders’ Agreement. If requested by Seller, Purchaser shall promptly execute and deliver a joinder agreement confirming the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions foregoing. A complete copy of the issuance of the Purchased SharesStockholders’ Agreement is available at xxxx://xxx.xxx.xxx/Archives/xxxxx/data/4164/000114420407010064/v066991_exh7.htm.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alpine Group Inc /De/)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the The Purchaser hereby represents and warrants to the Company Seller as followsset forth in this Section 2.2.
(a) The Purchaser is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted.
(b) The Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement, the Amended Stockholders Agreement and all agreements, documents and instruments to be executed and delivered by the Purchaser to the Seller pursuant hereto and thereto (collectively, the “Purchaser Transaction Documents” and, together with the Seller Transaction Documents, the “Transaction Documents”) and to perform its obligations under the Purchaser Transaction Documents. The execution and delivery by the Purchaser of the Purchaser Transaction Documents and the performance by the Purchaser of its obligations thereunder have been duly authorized by all requisite limited liability company action of the Purchaser. No other action on the part of the Purchaser or its members is necessary to authorize the execution, delivery and performance by the Purchaser of the Purchaser Transaction Documents.
(c) This Agreement has been, and upon their execution the other Purchaser Transaction Documents will have been, duly executed and delivered by the Purchaser. Assuming the Seller Transaction Documents have been duly authorized, executed and delivered by the Seller, this Agreement constitutes, and upon their execution each of the other Purchaser Transaction Documents will constitute, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law.
(d) Other than (w) (x) the GE Documents, (y) filings required by Section 13 or Section 16 of the Exchange Act (which the Purchaser shall file with the SEC when and as the same is due) and (z) the Client Consents, the execution and delivery of the Purchaser Transactions Documents by the Purchaser and the performance by the Purchaser of its obligations thereunder do not and will not:
(i) violate any provision of the Constituent Documents of the Purchaser; and
(ii) (A) conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Purchaser or any part of the properties or assets of the Purchaser, (B) require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, permit or authorization to which the Purchaser is a party or by which any of its properties or assets is bound, (C) result in the creation or imposition of any Lien on any part of the properties or assets of the Purchaser, (D) violate any Order binding on the Purchaser or any part of its properties or assets, and (E) otherwise require any Governmental Approvals or any Third Party Consents.
(e) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of the Purchaser, threatened, by or against the Purchaser or any of its Affiliates that seeks to enjoin, restrain or prohibit the transactions contemplated by this Agreement and the other Purchaser Transaction Documents and, to the knowledge of the Purchaser, no event has occurred and no circumstance exists that would be reasonably likely to be a basis for any such litigation.
(f) The Purchaser has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Shares and is able financially to bear the risks thereof. The Purchaser is acquiring and will hold the Purchased Shares for its own account, for investment for his or her account only only, and not with a view to, or for resale sale in connection with, any “distribution” distribution thereof within in violation of applicable Law or the meaning of Amended Stockholders Agreement, and the Securities Act.
(ii) Purchaser has no present or contemplated agreement, undertaking, arrangement obligation, indebtedness, or commitment providing for the distribution or sale thereof. The Purchaser understands acknowledges and agrees that the Purchased Shares have not been registered under the Securities Act and may not be sold, pledged or otherwise transferred by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements provisions of the Securities Act or an exemption therefrom and with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result restrictions set forth in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawAmended Stockholders Agreement.
(vg) The Purchaser has been furnished withno liability or obligation to pay any fees or commissions to any broker, and has had access to, such information as he finder or she considers necessary or appropriate for deciding whether agent with respect to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharestransactions contemplated by this Agreement.
(vih) The Purchaser is aware that his or her investment in has reviewed and agrees with the Company is a speculative investment that has limited liquidity list of Client Consents and is subject to the risk manner of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares Consent for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shareseach Client Consent set forth on Schedule 2.1(h) attached hereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (CIFC Parent Holdings LLC)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-three- month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawtaken.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that which has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection order to induce the Company to and the Seller to proceed with the issuance and acquisition of Shares under transactions contemplated in this Agreement, the Purchaser Osage hereby represents and warrants to to, and covenants with, the Company as follows:
A. Osage is purchasing the Initial Interests, and if the Purchase Option is exercised, shall purchase the Additional Interests (icollectively, the “Shares”) The Purchaser is acquiring and will hold for the Purchased Shares Osage's own account (not as a nominee or agent) for investment for his or her account only purposes and not with a view totowards resale or distribution of any part thereof. Osage has no present arrangement or intention to sell or distribute the Shares, or for resale to grant participation in connection withthe Shares. Osage does not have any contract, undertaking, agreement or arrangement with any “distribution” thereof within the meaning person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Securities Act.Shares;
(ii) The Purchaser understands B. Osage acknowledges and agrees that the Purchased United States Securities & Exchange Commission has not reviewed the offering of the Shares and that the Shares have not been registered under the Securities Act of 1933 (the “Act”) and may not be offered or sold unless the Shares are registered under the Act, or sold pursuant to one or more available exemptions from registration. The certificate representing the Shares, if any, will bear the following (or substantially similar) legend and Osage agrees to abide by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently terms thereof: The Securities represented hereby have not been registered under the Securities Act or of 1933 (the Purchaser obtains "Act"), and have been issued in reliance upon an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with exemption from the registration requirements of the Securities Act Act. Such securities may not be re-offered for sale or resold or otherwise transferred except in accordance with any and pursuant to an effective registration under the Act, or pursuant to an available exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) Act. Hedging transactions involving the proposed disposition will securities may not result be conducted unless in compliance with the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawAct.
(v) The Purchaser has been furnished with, and C. Osage has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from to any and all questions Osage had with respect to the Company regarding Company, its business plan, management and current financial condition;
D. Osage is an Accredited Investor (as that term is defined 17 CFR 230.501(a)) and has such knowledge and expertise in financial and business matters that Osage is capable of evaluating the terms merits and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her risks involved in an investment in the Company is a speculative investment Shares and acknowledges that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares entails a number of very significant risks and Osage is able to withstand the total loss of its investment. Osage acknowledges that the Company and the Seller have both recommended that Osage obtain independent legal and financial advice prior to entering into this Agreement, including but not limited to advice as to the legality of any resale of the Shares., as well as the suitability of the investment for Osage;
E. Except as set forth in this Agreement, no representations or warranties have been made to Osage by the Seller, the Company, or any agent, employee or affiliate of either, and in entering into this Agreement Osage is not relying upon any information, other than that contained in this Agreement and the result of independent investigation by Osage;
F. Osage understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States Federal and State securities laws and that the Seller and the Company are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Osage set forth herein in order to determine the applicability of such exemptions and the suitability of Osage to acquire the Shares;
G. Osage has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of Osage enforceable against Osage in accordance with its terms;
H. Osage is not purchasing the Shares as a result of any advertisement of the offering of the Shares;
I. The transactions contemplated in this Agreement have not been induced by any representations or warranties by any person whatsoever with regard to the future value of the Company's securities;
Appears in 1 contract
Purchaser Representations. In connection with the issuance Each Purchaser, severally and acquisition of Shares under this Agreementnot jointly, the Purchaser hereby represents and warrants to the Company as follows:
that (i) The in the case of any Purchaser that is not a natural person, (A) such Purchaser is acquiring duly organized and will hold the Purchased Shares for investment for his (B) such Purchaser’s execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, limited liability company, partnership or her account only and not with a view totrust, as applicable, or for resale in connection withsimilar action required on the part of such Purchaser, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason such Purchaser’s execution, delivery and performance of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counselthis Agreement will not, in form and substance satisfactory any material respect, breach or conflict with or cause a default under, any applicable law or other agreement or instrument to which such Purchaser is a party or by which it is bound (including, in the Company and its counsel, case of any Purchaser that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
a natural person, its organizational documents), (iii) The Purchaser is aware it has full power and authority to execute, deliver and perform this Agreement and to purchase the Series C-2 Preferred to be purchased by such Purchaser, (iv) this Agreement constitutes the valid and legally binding obligation of the adoption of Rule 144 such Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by the Securities bankruptcy, insolvency, reorganization and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) similar laws affecting creditors generally and by the availability of certain current public information about equitable remedies, (v) it is acquiring the issuerRestricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company it has no plans to satisfy these conditions intention of selling such securities in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares a public distribution in violation of the federal securities laws or any applicable state securities laws, provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, from transferring such securities in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements provisions of the Securities Act or with any exemption from registration available under Registration Agreement, (vi) its financial condition is such that Purchaser is able to bear the Securities Act risk of holding the Series C-2 Preferred to be received by such Purchaser for an indefinite period of time, (including Rule 144vii) it has such knowledge and experience in financial business matters and in making investments of this type and that such Purchaser is capable of evaluating the merits and risks of purchasing the Series C-2 Preferred, (viii) it has been taken provided access to such information and (B) documents of the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Company as such Purchaser has been furnished with, requested and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had been afforded an opportunity to ask questions of and receive answers from representatives of the Company regarding concerning the terms and conditions of this Agreement and the issuance purchase of the Purchased SharesSeries C-2 Preferred and (ix) it is an “accredited investor” within the meaning of such term set forth in Rule 501(a) of the Securities Act for the Series C-2 Preferred being offered hereby. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form and any other legends required by any state securities law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR APPLICABLE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE ISSUER OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.”
Appears in 1 contract
Samples: Series C 2 Preferred Stock Purchase Agreement (Nanosphere Inc)
Purchaser Representations. In connection with the issuance Access to Information: Independent Investigation
a. Purchaser Representations and acquisition of Shares under this Agreement, the Warranties. Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring neither a US citizen or Resident Alien, as such terms are defined in Rule 902, promulgated under the Securities Act.
(ii) Purchaser is sufficiently experienced in financial and will hold business matters to be capable of evaluating the Purchased Shares merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the transaction.
(iii) Purchaser is purchasing the Subordinated Debentures for its own account or for the account of beneficiaries for whom the Purchaser has full investment discretion, each of which beneficiaries is bound to all of the terms and provisions hereof including all representations and warranties herein. Purchaser is purchasing the Subordinated Debentures for investment purposes only and not with an intent towards further sale or distribution thereof, and has not pre-arranged any sale with any other purchaser.
(iv) The Subordinated Debentures have not been registered under the Securities Act, but are being offered in reliance upon an exemption therefrom; Regulation 5, Rule 902. Additionally, the underlying securities, for his which these Subordinated Debentures may be converted into, will be issued in place of, and in lieu of payment on the Subordinated Debentures, and
(v) Purchaser acknowledges that the purchase of the Securities Involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the Securities, including the total loss of its investment.
(vi) Purchaser understands that the Securities are being offered and sold to it in reliance on an exemption from the registration requirements of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the applicability of such safe harbor and the suitability of Purchaser to acquire the Securities.
(vii) Purchaser is purchasing the Securities for its own account or her for the account only of beneficiaries for whom Purchaser has full investment discretion and not with a view to, or for resale sale in connection with, any “"distribution” thereof within the meaning " (as such term is used in Section 2(11) of the Securities Act) thereof.
(iiviii) The In evaluating its investment, Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and has consulted its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesown investment and/or legal and/or tax advisors.
(iiiix) The Purchaser is aware not an underwriter or, or dealer in, the Securities, and Purchaser is not participating, pursuant to a contractual agreement, in. the distribution of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futureSecurities.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Actdistribution thereof.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom 1933 (the "Securities Act") or any state securities laws and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act and applicable state law or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s 's transaction,” , and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act and applicable state securities laws or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawtaken.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is an accredited investor, as that term is defined in Regulation D and is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares. The Purchaser, by reason of his business or financial experience or the business or financial experience of his professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, has the capacity to protect his own interests in connection with the transaction described in this Agreement.
Appears in 1 contract
Purchaser Representations. In connection (a) The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the issuance enforcement of creditors’ rights generally and acquisition general principles of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:equity.
(ib) The Purchaser is acquiring an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Purchaser has been advised that this instrument is a security and will hold has not been registered under the Purchased Shares Securities Act, or any state securities laws, and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Purchaser agrees to comply with applicable securities laws with respect to resales of the Rights or the Tokens, which includes a one-year holding period for investment resales pursuant to Rule 144 of the Securities Act. The Company may generally limit the transferability of the Rights and Tokens to be delivered pursuant to this Agreement. Purchaser has also been advised that this Agreement may be considered a hybrid instrument as such term is defined in the Commodities Exchange Act. The Purchaser further represents that it has received the Private Placement Memorandum dated [________] (the “PPM”) and it has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company regarding the Rights pursuant to the Agreements generally and this Agreement and has reviewed and understands the disclosures provided in connection with the Agreement, including the risk factors set forth in the section of the PPM titled “Risk Factors”. The Purchaser is purchasing this instrument for his its own account, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any “distribution” thereof within participation in, or otherwise distributing the meaning same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the Securities Actmerits and risks of such purchase, is able to incur a complete loss of such purchase without impairing the Purchaser’s financial condition and is able to bear the economic risk of such purchase for an indefinite period of time.
(c) The Purchaser acknowledges its understanding that neither this Agreement nor PhunCoins are legal tender or are backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) protections, and therefore, accounts and value balances are not subject to FDIC or SIPC protections.
(d) The Purchaser is not a resident of the state of New York nor a resident of any country in which the ownership of the Rights or the Tokens is prohibited.
(e) If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Rights and the Tokens, including (i) the legal requirements within its jurisdiction for the purchase of the Rights and the Tokens, (ii) any foreign exchange restrictions applicable to such Rights or Token purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Rights or the Tokens. The Purchaser’s subscription and payment for, and continued ownership of, the Rights or the Tokens will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.
(f) The Purchaser hereby has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of the Rights pursuant to this Agreement and of the Tokens and is able to bear the risks thereof. The Purchaser is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Rights pursuant to this Agreement. The Purchaser understands that the Tokens involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the System will not function as intended; (ii) the System and System Launch will not be completed; (iii) the System will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the System may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this instrument, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY RIGHTS OR TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE RIGHTS OR THE TOKENS.
(g) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to it has no right against the Company and its counselor any other Person except in the event of the Company’s breach of this instrument or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, that such registration is not requiredWHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS INSTRUMENT. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased SharesNEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS INSTRUMENT.
(iiih) The Purchaser is aware understands that it bears sole responsibility for any taxes as a result of the adoption matters and transactions the subject of Rule 144 this instrument, and any future acquisition, ownership, use, sale or other disposition of the Rights or Tokens held by the Securities Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and Exchange Commission under hold the Securities ActCompany or any of its affiliates, which permits limited public resales employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of securities acquired in a non-public offering, subject the Company that result from the issuance of the Rights or the Tokens to the satisfaction Purchaser associated with or arising from the Purchaser’s purchase of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” Rights and the amount Tokens hereunder, or the use or ownership of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges the Rights and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futureTokens).
(ivi) The Purchaser will not sell, transfer or otherwise dispose hereby represents that neither it nor any of its Rule 506(d) Related Parties is a “bad actor” within the Purchased Shares in violation meaning of the Securities Act, the Securities Exchange Act Rule 506(d) of 1934, or the rules promulgated thereunder, including Rule 144 Regulation D under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d).
(j) The Purchaser has sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand the Tokens, including their risks, uses and limitations and terms in this Agreement and to appreciate the risks and implications of purchasing the Rights pursuant to this Agreement. The Purchaser represents that it has obtained sufficient information about the Tokens to make an informed decision to purchase the Rights pursuant to the Agreement, and has read and understood the terms in this Agreement. The Purchaser is responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism the Purchaser uses to receive and hold Tokens it receives from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If the Purchaser’s private key(s) or other access credentials are lost, the Purchaser acknowledges that it may lose access to its Tokens. The Company is not responsible for any such losses.
(k) The Purchaser agrees to be bound by any affirmation, assent or agreement that it transmits to the Company or the Company’s affiliates by computer or other electronic devise, including internet, telephonic and wireless devices, including, but not limited to, any consent it gives to receive communications from the Company or any of the Company’s affiliates solely through electronic transmission. The Purchaser agrees that he when it clicks on an “I Agree,” “I Consent,” or she other similarly worded button or entry field with its mouse, keystroke or other device, the Purchaser’s agreement or consent will not dispose be legally binding and enforceable against it and will be the legal equivalent of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, its handwritten signature on an agreement that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete lossprinted on paper. The Purchaser is able, without impairing his or her financial condition, to hold agrees that the Purchased Shares for an indefinite period Company and to suffer a complete loss any of his or her investment in the Purchased SharesCompany’s affiliates may send the Purchaser electronic copies of any and all communications associated with its purchase of Tokens.
Appears in 1 contract
Samples: Token Rights Agreement (Stellar Acquisition III Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(ia) The Purchaser is acquiring and will hold purchasing the Purchased Shares for investment for his or her Purchaser’s own account only and not with a view to, to or for resale in connection with, any “distribution” thereof within with the meaning of the Securities Actresale or distribution thereof.
(iib) The Purchaser understands that the Purchased certificate representing the Shares will bear a restrictive legend, to wit: “The securities represented by this certificate have not been registered under the Federal Securities Act by reason of a specific exemption therefrom and that 1933, as amended (the Purchased Shares must be held indefinitely, unless they are subsequently registered Act”) or qualified under the California Corporate Securities Law of 1968, as amended (the “Law”) or any other state securities law. The securities have been acquired for investment and neither said securities nor any interest therein may be transferred, sold or offered for sale unless (1) there is an effective registration statement for the securities under the Act and qualification under the Law and any other applicable state securities law, (2) such transfer is made in compliance with Rule 144 under the Act and pursuant to qualification under the Law and any other applicable state securities law or the Purchaser obtains exemption therefrom, or (3) there is an opinion of counsel, in form and substance counsel satisfactory to the Company and its counsel, Corporation that such registration is and qualification are not requiredrequired as to said transfer, sale or offer.”
c) Purchaser has been given access to all such business and financial information concerning the Company which Purchaser has requested in connection with Purchaser’s evaluation of the risks and merits of an investment in the Company. The In addition, Purchaser further acknowledges has had access to the officers and other personnel of the Company and has had sufficient opportunity to ask and receive answers to all questions concerning the Company Purchaser has deemed important to such investment decision.
d) Purchaser understands that the Company is under no obligation a development stage Company subject to register numerous risks including, without limitation, the Purchased Sharesrisk that it will not be able to raise sufficient additional equity capital to reach the point where it will be able to meet all of its normal recurring expenses out of revenues generated from operations.
(iiie) The Purchaser is aware experienced in the management of Purchaser’s own financial affairs and investments and has not relied upon the adoption advice of any other person in reaching the decision to invest in the Company.
f) Purchaser is an “Accredited Investor”, as that term is defined in Rule 144 501(a) promulgated by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation.
g) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that information given to the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunderby Purchaser, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose representations made herein, is of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable material importance to the disposition of Purchased Shares Company and he or she has provided the Company its other shareholders in connection with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for ’s compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken applicable Federal and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state State securities law.
(v) The laws. Purchaser has been furnished with, and has had access to, represents that all such information as he or she considers necessary or appropriate for deciding whether to invest is accurate in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharesall material respects.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Stock Issuance Agreement (Handheld Entertainment, Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
: The Purchaser understands and is familiar with the requirements of Regulation D (i) 17 C.F.R. ss.230.501-08), and is an accredited investor within the meaning of the Securities Act of 1933 (the "Securities Act"). The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(ii) . The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) . The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) limitation the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “"broker’s 's transaction,” " and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (Aa) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (Bb) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) . The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) . The Purchaser is aware that his or her investment in the Company is a speculative investment that which has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Wild Oats Markets Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(ia) The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Purchaser has been advised that this instrument is acquiring a security and will hold that the Purchased Shares offers and sales of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Purchaser is purchasing this instrument for investment its own account for his consumption, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any “distribution” thereof within participation in, or otherwise distributing the meaning same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the Securities Actmerits and risks of such contribution, is able to incur a complete loss of such contribution without impairing the Purchaser’s financial condition and is able to bear the economic risk of such token acquisition for an indefinite period of time.
(c) The Purchaser enters into this SAFT with the predominant expectation that (i) he, she or it, as the case may be, will profit upon the successful development and Network Launch arising from the efforts of the Company and its employees to develop and market the Network, the Network Launch and related sale of the Tokens; and (ii) the Company will make actual delivery of the tokens to the Purchaser upon the required vesting date.
(d) The Purchaser hereby has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of this SAFT and of the Tokens and is able to bear the risks thereof. The Purchaser is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this SAFT. The Purchaser understands that the Tokens involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Network will not function as intended; (ii) the Network and Network Launch will not be completed; (iii) the Network will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the Network may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this instrument, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
(e) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to has no right against the Company and its counselor any other Person except in the event of the Company’s breach of this instrument or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, that such registration is not requiredWHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS INSTRUMENT. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased SharesNEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS INSTRUMENT.
(iiif) The Purchaser is aware understands that Purchaser bears sole responsibility for any taxes as a result of the adoption matters and transactions the subject of Rule 144 this instrument, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Securities Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and Exchange Commission under hold the Securities ActCompany or any of its affiliates, which permits limited public resales employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of securities acquired in a non-public offering, subject the Company that result from the issuance of Tokens to the satisfaction of certain conditions, including (without limitationPurchaser pursuant to Section 1(a) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation instrument) associated with or arising from the Purchaser’s purchase of the Securities Act, the Securities Exchange Act of 1934Tokens hereunder, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he use or she will not dispose ownership of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawTokens.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Saft Agreement
Purchaser Representations. In connection (a) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the issuance enforcement of creditors’ rights generally and acquisition general principles of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:equity.
(ib) The Purchaser is acquiring not a “U.S. person” as such term is defined in Rule 902 of Regulation S under the Securities Act. The Purchaser has been advised that this Agreement is a security that has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless registered under the Securities Act and will hold the Purchased Shares applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing this security instrument for investment its own account for his investment, not as a nominee or her account only agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Sharesdistribution thereof, and the Purchaser has had an opportunity to ask questions and receive answers from no present intention of selling, granting any participation in, or otherwise distributing the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete losssame. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is ablecapable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing his or her the Purchaser’s financial condition, and is able to hold bear the Purchased Shares economic risk of such investment for an indefinite period of time. The Purchaser further represents that it has been provided the opportunity to ask the Token Issuer questions, and to suffer a complete loss where applicable, has received answers from the Token Issuer, regarding this Agreement and the offering of his or her investment this Agreement.
(c) The Purchaser incorporates and restates in this Agreement by reference all representations and warranties made by the Purchaser in the Purchased SharesPurchase Agreement. The Purchaser further represents that it has read the Purchase Agreement, understands and agrees to be bound by its terms, and has been provided the opportunity to ask the Token Issuer questions, and where applicable, has received answers from the Token Issuer, regarding the Purchase Agreement.
(d) The representations and warranties of the Purchaser set forth in this DDA, including those incorporated and restated by reference, shall be deemed repeated and reaffirmed by the Purchaser to the Token Issuer as of each date the Token Issuer issues Tokens to the Purchaser pursuant to this Agreement. If at any time prior to the termination of this DDA, the representations and warranties set forth in this DDA, including those incorporated and restated by reference, cease to be true in any material respect, the Purchaser shall promptly so notify the Token Issuer in writing.
(e) The Puchaser’s signature on the Signature Page of the Purchase Agreement constitutes delivery and execution of both the DDA and the Purchase Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Blockstack Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby PURCHASER represents and warrants to the Company ISSUER as follows:
(i) PURCHASER is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Purchaser PURCHASER has all necessary corporate power and corporate authority to make, execute, deliver and perform this agreement, and this agreement and the transactions contemplated hereby have been duly authorized and approved by all required corporate action of the PURCHASER. The PURCHASER is acquiring and will hold not subject to any charter, by-laws, mortgage, lien, lease, agreement, instrument, order, law, rule, regulation, judgment or decree, or any other restriction of any kind or character, which would prevent consummation of the Purchased transactions contemplated by this agreement.
(ii) PURCHASER is purchasing the Shares for its own account for investment for his or her account only purposes and not with a view totoward distribution, or for resale except in connection with, any “distribution” thereof within the meaning of the Securities Actcompliance with federal and state securities laws.
(iiiii) The Purchaser PURCHASER understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they such securities are subsequently registered "restricted securities" as defined in Rule 144 promulgated under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not requiredAct. The Purchaser PURCHASER further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.Shares may not be offered, resold, pledged or otherwise transferred by such PURCHASER except: A)
(iii1) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission pursuant to an effective registration statement under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject or (2) pursuant to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with available exemption from the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken Act; and (B) in accordance with all applicable securities laws of the proposed disposition will not result in states of the contravention United States and other jurisdictions;
(iv) PURCHASER understands that the purchase of any transfer restrictions applicable to the Purchased Shares under state securities law.involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment;
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether PURCHASER understands that the Shares are being sold to invest it in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers reliance on specific exemptions from the Company regarding registration requirements of federal and state securities laws and that the terms ISSUER is relying upon the truth and conditions accuracy of the issuance representations, warranties, agreements, acknowledgments and understandings of the Purchased Shares.PURCHASER set forth herein;
(vi) The Purchaser PURCHASER is aware that his or her investment sufficiently experienced in financial and business matters to be capable of evaluating the Company is a speculative investment that has limited liquidity merits and is subject to the risk risks of complete loss. The Purchaser is ableits investment, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her make an informed decision relating thereto; and
(vii) In evaluating its investment, PURCHASER has consulted its own investment in the Purchased Sharesand/or legal and/or tax advisors.
Appears in 1 contract
Purchaser Representations. In connection with Each of the issuance Purchasers represents, severally and acquisition not jointly, by accepting its respective Note, that it is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act and understands that its Note has not been registered for sale under Federal or state securities laws or “Blue Sky” laws and is being offered and sold to such Purchaser pursuant to one or more exemptions from the registration requirements of Shares such securities laws. Each of the Purchasers further understands that the Notes have not been qualified under this Agreementany state securities laws based on the belief that they have been issued in a transaction exempt from the qualification requirements of such securities laws, which exemption depends upon, among other things, the Purchaser hereby Purchasers’ representations made herein. Each of the Purchasers further represents and warrants to the Company as follows:
(i) The Purchaser Issuer, severally and not jointly, that it is acquiring and will hold the Purchased Shares its Note for its own account for investment for his or her account only and not with a view to, or for resale sale in connection with, any “distribution” distribution thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, and agrees that its Note will not be sold or otherwise transferred unless (i) a registration statement with respect to such transfer is effective under the Securities Exchange Act and any applicable state securities laws or “Blue Sky” laws or (ii) the Purchaser has delivered to the Issuer an opinion of 1934counsel reasonably satisfactory to the Issuer, at Purchaser’s expense, that such sale or the rules promulgated thereunder, including Rule 144 under transfer is made pursuant to one or more exemptions from the Securities Act. The Purchaser agrees that he or she will not dispose Each of the Purchased Shares unless Purchasers recognizes that an investment in the Notes involves a high degree of risk, including a risk of total loss of the Purchaser’s investment. Each of the Purchasers represents, severally and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Companynot jointly, that (A) it is able to bear the proposed disposition does not require registration economic risk of holding its Note, for an indefinite period, has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result investment in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser Note, has been furnished with, ample opportunity to request information regarding the Issuer and has had access tobeen afforded the opportunity to ask questions of and receive answers from officers or other representatives of the Issuer concerning the Issuer, such and, assuming that the Issuer has been responsive to the Purchasers’ requests and questions, has received all the information as he or she it has requested from the Issuer and considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharespurchase its Note.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Subordinated Note With Warrants Purchase Agreement (Basin Water, Inc.)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Such Purchaser understands that the Purchased Shares Securities are "restricted securities" and have not been registered under the Securities Act by reason of a specific exemption therefrom or any applicable state securities law and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under is acquiring the Securities Act as principal for its own account and not with a view to or for distributing, reselling or offering such Securities or any part thereof, has no present intention of distributing or offering any of such Securities and has no arrangement or understanding with any other persons regarding the Purchaser obtains an opinion distribution of counsel, in form such Securities (this representation and substance satisfactory warranty not limiting such Purchaser's right to sell the Securities pursuant to the Company Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its counselbusiness. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute or sell any of the Securities. Each Purchaser further represents and warrants that in making its decision to enter into this Agreement and to purchase Securities hereunder, such Purchaser did not rely on the presentation made by James A. Wylie at the Roth Capital Partners Investor Conference held xx Xxxxxxxxx 2005 or xxx webcast or other reproduction of said presentation. Each Purchaser further represents and warrants that such registration is Purchaser had a business relationship with Roth Capital Partners LLC or Musket Research Associates, Inc. prior xx xts being solicited to purchase Securities hereunder. Notwithstanding anything in this Section 3.2(b) to the contrary, by making the representations herein, such Purchaser does not required. The Purchaser further acknowledges agree to hold the Securities for any minimum or other specific term and understands that reserves the Company is under no obligation right to register the Purchased Shares.
(iii) The Purchaser is aware dispose of the adoption of Rule 144 by Securities at any time in accordance with or pursuant to a registration statement or an exemption from the Securities and Exchange Commission registration requirements under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Diomed Holdings Inc)
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state the securities lawlaws or regulations of any State.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement
Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Each Purchaser hereby individually represents and warrants (as to itself only and not as to any other Purchaser) to the Company Loan Parties as follows:
(a) Such Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
(b) Such Purchaser and its advisors, if any, have had an opportunity (i) The to ask questions of and receive answers from authorized representatives of the Loan Parties and (ii) to review any relevant documents and records concerning the business, properties, prospects, litigation matters and financial condition of the Loan Parties (including, without limitation, information relating to the Qualcomm Dispute) and the terms and conditions of the investment in the Notes to be purchased by such Purchaser hereunder (provided, that Xxxx X. Xxxxxxxx is acquiring not making the representation and will hold warranty in this clause (ii)), and any such questions have been answered to the Purchased Shares for investment for full satisfaction of such Purchaser.
(c) Such Purchaser has reviewed its, his or her (as the case may be) financial condition and commitments, alone and together with such Purchaser’s advisors, and, based on such review, such Purchaser is satisfied that (i) such Purchaser has adequate means of providing for such Purchaser’s financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that such Purchaser could bear the risk of loss of the entire investment in the Notes, (ii) such Purchaser has no present or contemplated future need to dispose of all or any portion of the Notes to satisfy any existing or contemplated undertaking, need, or indebtedness, and (iii) such Purchaser is capable of bearing the economic risk of an investment in the Notes for the indefinite future.
(d) The Notes to be purchased by such Purchaser will be acquired for its own account only for investment and not with a view totoward subdivision, resale or for resale redistribution thereof in a manner prohibited under the Securities Act or applicable foreign or state securities laws, and such Purchaser does not presently have any reason to anticipate any change in its circumstances or other particular occasion or event that would cause such Purchaser to sell such Notes.
(e) It has been called to the attention of such Purchaser in connection withwith such Purchaser’s investment in the applicable Loan Party that (i) such investment is highly speculative in nature and involves a high degree of risk; (ii) repayment of the Obligations by the Loan Parties is solely and exclusively dependent on the final determination of the Qualcomm Dispute; and (iii) the Loan Parties have limited assets and a limited operating history. The Purchasers acknowledge that the final resolution of all litigation, including the Qualcomm Dispute, is subject to many factors and, accordingly, is extremely speculative in nature, regardless of the relative positions and merits of each party’s claims or causes of action in such litigation. Such Purchaser acknowledges that (A) no Loan Party, and nor officer, director, attorney, advisor, representative or agent of any “distribution” thereof within Loan Party, has made any representations or warranties as to the meaning outcome or determination of the Qualcomm Dispute or any possible settlement thereof, and (ii) the Loan Parties may not receive or be awarded any IP Event Proceeds or any other amounts in connection with the Qualcomm Dispute, which may result in the inability of the Loan Parties to pay any of the Obligations.
(f) Such Purchaser has been advised that (i) there is no public market for any of the Notes or any other Securities of the Company and there may not be in the future any public market for the Notes or such other Securities, (ii) it may not be possible readily to liquidate an investment in any Notes or other Securities of the Company, (iii) the Notes cannot be resold without either registration under the Securities Act and under applicable state securities laws or an applicable exemption therefrom, and (iv) the Loan Parties have no present intention of registering any of the Notes or any other Securities of the Company under the Securities Act.
(iig) The Such Purchaser understands that the Purchased Shares Notes that may be issued or sold to such Purchaser will not have been registered under the Securities Act or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by such Purchaser in this Agreement, including such Purchaser’s state of residency indicated on the signature page of such Purchaser’s Accredited Investor Questionnaire. Such Purchaser understands that the Loan Parties and their respective officers, directors, employees and agents are relying upon such Purchaser’s representations and warranties contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. Each Purchaser agrees to indemnify the Loan Parties from any and all claims, losses, damages and expenses (including, without limitation, attorneys’ fees and disbursements) arising out of any alleged material breach of this Agreement by such Purchaser or material inaccuracy of any representation or warranty by such Purchaser.
(h) If such Purchaser is an entity, the execution, delivery and performance by such Purchaser of this Agreement have been duly authorized by all requisite action (limited liability company, corporate, partnership or otherwise) by such Purchaser.
(i) This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its respective terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(j) If such Purchaser is an entity, it is duly organized, validly existing and in good standing under the laws of the State of its organization and has all requisite corporate, partnership or limited liability company power and authority (as applicable) to own, lease and operate its respective properties and other assets, to carry on its business as presently conducted and as presently proposed to be conducted, and to enter into this Agreement and to perform its obligations hereunder.
(k) In the case of a Purchaser who is an individual, such Purchaser is a natural person and has the legal capacity to enter into this Agreement and to perform his or her obligations hereunder.
(l) Such Purchaser understands that the Notes have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must may be held indefinitely, unless they are subsequently resold only if registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory pursuant to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements provisions of the Securities Act or with any if an exemption from registration available is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Securities Act (including Rule 144) has been taken and (B) Company is not required to register the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawNotes.
(vm) Such Purchaser has delivered to the Loan Parties a completed accredited investor questionnaire, substantially in the form of Exhibit H hereto (an “Accredited Investor Questionnaire”), duly executed by such Purchaser, the statements in which are true and correct.
(n) The Loan Parties have offered to sell Secured Notes to such Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser (other than Xxxx X. Xxxxxxxx) has had an opportunity (i) to ask questions review any relevant documents and receive answers from the Company regarding records concerning the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her any investment in the Company is a speculative investment that has limited liquidity Secured Notes, (ii) to ask questions of and is subject receive answers from authorized representatives of the Loan Parties regarding the Secured Notes (which questions have been answered to the risk full satisfaction of complete loss. The Purchaser is able, without impairing his or her financial condition, the Purchaser) and (ii) to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Sharespurchase Secured Notes hereunder.
Appears in 1 contract
Samples: Note Purchase Agreement (Gabriel Technologies Corp)
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe ------------------------- Shares, the Purchaser hereby represents and warrants to the Company as followsHolder the following:
(ia) The Purchaser is aware of the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is acquiring and will hold the Purchased these Shares for its own account for investment for his or her account purposes only and not with a view to, or for the resale in connection with, any “"distribution” " thereof within the meaning for purposes of the Securities Act of 1933, as amended ("Securities Act").
(iib) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. In this connection, Purchaser understands that, in the view of the Securities and Exchange Commission ("SEC"), the statutory basis for such exemption may be unavailable if Purchaser's representation was predicated solely upon a present intention to hold these Shares for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Shares, or for a period of one year or any other fixed period in the future.
(c) Purchaser further understands that the Purchased Shares must be held indefinitely, indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. In addition, Purchaser understands that the Purchaser obtains an opinion certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of counsel, in form and substance satisfactory to the Company and its counsel, that Shares unless they are registered or such registration is not required. The Purchaser further acknowledges and understands that required in the Company is under no obligation to register opinion of counsel for the Purchased SharesCompany.
(iiid) The Purchaser is aware of the adoption provisions of Rule 144 by the Securities and Exchange Commission 144, promulgated under the Securities Act, which which, in substance, permits limited public resales resale of securities acquired "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering, offering subject to the satisfaction of certain conditions, including including, among other things:
(without limitation1) the The availability of certain current public information about the issuer, Company; (2) the resale occurring only not less than one year after the holding period required by Rule 144 party has been satisfiedpurchased and paid for the securities to be sold; and, in the case of an affiliate, or of a non-affiliate who has held the securities less than two years, (3) the sale occurring being made through a broker in an unsolicited “"broker’s 's transaction,” " or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futurelimitations stated therein.
(ive) The Purchaser will further understands that at the time it wishes to sell the Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not sellbe satisfying the current public information requirements of Rule 144, transfer or otherwise dispose and that, in such event, Purchaser would be precluded from selling the Shares under Rule 144 even if the one-year minimum holding period had been satisfied.
(f) Purchaser further understands that in the event all of the Purchased Shares in violation applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, the Securities Exchange Act of 1934compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the rules promulgated thereunder, including fact that Rule 144 under is not exclusive, the Securities Act. The Purchaser agrees that he or she will not dispose Staff of the Purchased Shares unless SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and until he or she has complied with all requirements otherwise than pursuant to Rule 144 will have a substantial burden of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, proof in substance and form satisfactory to the Company, establishing that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any an exemption from registration is available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.
(v) The Purchaser has been furnished withfor such offers or sales, and has had access to, that such information as he or she considers necessary or appropriate for deciding whether to invest persons and their respective brokers who participate in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Sharessuch transactions do so at their own risk.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Warburg Pincus Investors Lp)
Purchaser Representations. In connection with the issuance Each Purchaser, severally and acquisition of Shares under this Agreementnot jointly, the Purchaser hereby represents and warrants and covenants to the Company as follows:
(ia) The Securities to be purchased by such Purchaser is acquiring and will hold the Purchased Shares are being purchased for investment for his or her account only such Purchaser’s own account, and not with a view toto distribution, assignment or for resale to others or to fractionalization in connection with, whole or in part. No other person has or will have a direct or indirect beneficial interest in such Securities or any “distribution” thereof within the meaning of the Securities Actcomponent thereof.
(b) The financial situation of such Purchaser is such that it can afford to bear the economic risk of holding the Securities for an indefinite period, and such Purchaser can afford to suffer the complete loss of its investment in the Securities. Such Purchaser has (i) knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities and (ii) The carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained herein.
(c) This Agreement has been duly authorized, executed and delivered by such Purchaser understands that the Purchased Shares have not been registered under and, assuming due execution and delivery by each other party hereto, constitutes a valid and binding obligation of such Purchaser enforceable in accordance with its terms.
(d) Such Purchaser shall hold the Securities Act by reason of a specific exemption therefrom subject to, and that shall have voting rights with respect thereto as specified in, the Purchased Company’s Bye-laws and the Certificate in effect from time to time and shall not assign, sell, hypothecate or otherwise transfer the Securities, the Conversion Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Warrant Shares other than in accordance with applicable law and the provisions with respect thereto in such documents.
(e) Such Purchaser obtains an opinion of counsel, in form covenants and substance satisfactory agrees to make available to the Company and its counselthe appropriate insurance regulatory governmental authorities all information concerning such Purchaser required to be furnished to such governmental authorities in connection with obtaining requisite approvals, that and further covenants and agrees to make all filings, and seek to acquire all consents, required by such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesgovernmental authorities.
(f) The execution, delivery and performance by such Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any provision of the organizational documents of such Purchaser, (ii) assuming compliance with the matters referred to in Section C.1.a, violate any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree or (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired violate or result in a non-public offeringdefault under any agreement or other instrument binding upon such Purchaser or any of its Subsidiaries, subject except in each case as would not reasonably be expected to the satisfaction of certain conditionshave, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions individually or in the foreseeable futureaggregate, a Material Adverse Effect (as defined below) on such Purchaser.
(ivg) The Such Purchaser has, or will not sellhave prior to the Closing Date, transfer sufficient cash or otherwise dispose other sources of immediately available funds to enable it to make payment of the Purchased Shares in violation of purchase price for the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless as required hereunder and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares related fees and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawexpenses.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Purchaser Representations. In connection with the issuance and acquisition of the Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:
4.1 Purchaser has full power and authority to enter into this Agreement and this Agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (ia) The as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
4.2 This Agreement is made with such Purchaser is acquiring and will hold in reliance upon Purchaser’s representation to the Company, which by Purchaser’s execution of this Agreement Purchaser hereby confirms, that the Purchased Shares and the Conversion Shares to be received by 20 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Purchaser will be acquired for investment for his Purchaser’s own account, not as a nominee or her account only agent, and not with a view toto the distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or for resale in connection withotherwise distributing the same. By executing this Agreement, any “distribution” thereof within the meaning of the Securities Act.
(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands represents that the Company is under no obligation Purchaser does not have any contract, undertaking, agreement or arrangement with any person to register the Purchased Shares.
(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(iv) The Purchaser will not sell, transfer or otherwise dispose grant participations to such person or to any third person, with respect to any of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawSecurities.
(v) The 4.3 Purchaser believes it has been furnished with, and has had access to, such received all the information as he or she it considers necessary or appropriate for deciding whether to invest in purchase the Purchased Shares, and the . Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance offering of the Purchased Shares and the business, properties, prospects and financial condition of the Company.
4.4 Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchased Shares. If other than an individual, Purchaser also represents it has not been organized for the purpose of acquiring the Purchased Shares.
(vi) The 4.5 Purchaser is aware an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
4.6 Purchaser understands that his or her investment in the Securities will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, Purchaser represents that it is a speculative investment familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
4.7 Purchaser hereby represents that it has limited liquidity and is subject satisfied itself as to the risk full observance of complete lossthe laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any government or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
4.8 Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: 21 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(a) There is ablethen in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b)
(i) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, without impairing his and (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or her financial condition, to hold for transactions with non-U.S. persons within the Purchased Shares for an indefinite period and to suffer a complete loss meaning of his or her investment in Regulation S under the Purchased SharesSecurities Act.
Appears in 1 contract
Samples: Patent License Agreement
Purchaser Representations. In connection with the issuance and acquisition purchase of Shares under this Agreementthe Stock, the Purchaser hereby represents and warrants to the Company as followsthe following:
(ia) The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms.
(b) Purchaser acknowledges receipt of the Registration Statement (defined under Section 5(i) hereof). Purchaser is acquiring and will hold purchasing the Purchased Shares Stock, if any, for investment for his or her Purchaser's own account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act.
(iic) The Purchaser understands that the Purchased Shares have Stock, if any, has not been registered under the Securities Act by reason of a specific exemption therefrom and that therefrom, which exemption depends upon, among other things, the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion bona fide nature of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser's investment intent as expressed herein.
(d) Purchaser further acknowledges and understands that the Company Stock must be held indefinitely unless it is subsequently registered under no obligation to register the Purchased SharesAct or an exemption from such registration is available. Purchaser understands that the certificate evidencing the Stock will be imprinted with a legend which prohibits its transfer unless it is registered or such registration is not required in the opinion of counsel for the Company.
(iiie) The Purchaser is aware of familiar with the adoption provisions of Rule 144 by the Securities and Exchange Commission 144, under the Securities Act, which as in effect from time to time, which, in substance, permits limited public resales resale of securities acquired "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering, offering subject to the satisfaction of certain conditionsconditions including, including among other things: (without limitationi) the availability of certain current public information about the issuer, Company and (ii) the resale occurring only following the required holding period under Rule 144 after the holding period required by Purchaser has purchased, and made full payment of (within the meaning of Rule 144 has been satisfied144), the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable futurebe sold.
(ivf) The Purchaser will not sellfurther understands that at the time Purchaser wishes to sell the Stock there may be no public market upon which to make such a sale, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Actand that, even if such a public market then exists, the Securities Exchange Act Company may not be satisfying the current public information requirements of 1934Rule 144, or and that, in such event, Purchaser would be precluded from selling the rules promulgated thereunder, including Stock under Rule 144 under even if the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has minimum holding period requirement had been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawsatisfied.
(vg) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware a "qualified institutional buyer" as that his or her investment term is defined in Rule 144A under the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased SharesAct.
Appears in 1 contract
Purchaser Representations. In connection with the issuance Each Purchaser, severally and acquisition of Shares under this Agreementnot jointly, the Purchaser hereby represents and warrants and covenants to the Company as follows:
(ia) The Securities to be purchased by such Purchaser is acquiring and will hold the Purchased Shares are being purchased for investment for his or her account only such Purchaser's own account, and not with a view toto distribution, assignment or for resale to others or to fractionalization in connection with, whole or in part. No other person has or will have a direct or indirect beneficial interest in such Securities or any “distribution” thereof within the meaning of the Securities Actcomponent thereof.
(b) The financial situation of such Purchaser is such that it can afford to bear the economic risk of holding the Securities for an indefinite period, and such Purchaser can afford to suffer the complete loss of its investment in the Securities. Such Purchaser has (i) knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities and (ii) The carefully reviewed the terms and provisions of this Agreement and the terms, conditions and other provisions of the Warburg/H&F Agreement incorporated herein by reference and has evaluated the restrictions and obligations contained herein.
(c) This Agreement has been duly authorized, executed and delivered by such Purchaser understands that the Purchased Shares have not been registered under and, assuming due execution and delivery by each other party hereto, constitutes a valid and binding obligation of such Purchaser enforceable in accordance with its terms.
(d) Such Purchaser shall hold the Securities Act by reason of a specific exemption therefrom subject to, and that shall have voting rights with respect thereto as specified in, the Purchased Company's Bye-laws and the Certificate in effect from time to time and shall not assign, sell, hypothecate or otherwise transfer the Securities, the Conversion Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Warrant Shares other than in accordance with applicable law and the provisions with respect thereto in such documents.
(e) Such Purchaser obtains an opinion of counsel, in form covenants and substance satisfactory agrees to make available to the Company and its counselthe appropriate insurance regulatory governmental authorities all information concerning such Purchaser required to be furnished to such governmental authorities in connection with obtaining requisite approvals, that and further covenants and agrees to make all filings, and seek to acquire all consents, required by such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Sharesgovernmental authorities.
(iiif) The execution, delivery and performance by such Purchaser is aware of this Agreement and the consummation of the adoption transactions contemplated hereby do not and will not (i) assuming compliance with the matters referred to in Section B.1(a) hereof, violate any provision of Rule 144 by the Securities and Exchange Commission under the Securities Actany applicable law, which permits limited public resales of securities acquired statute, ordinance, rule, regulation, judgment, injunction, order or decree or (ii) violate or result in a non-public offeringdefault under any agreement or other instrument binding upon such Purchaser, subject except in each case as would not reasonably be expected to the satisfaction of certain conditionshave, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions individually or in the foreseeable futureaggregate, a Material Adverse Effect on such Purchaser.
(ivg) The Such Purchaser has, or will not sellhave prior to the Closing Date, transfer sufficient cash or otherwise dispose other sources of immediately available funds to enable it to make payment of the Purchased Shares in violation of purchase price for the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless as required hereunder and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares related fees and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities lawexpenses.
(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.
Appears in 1 contract
Samples: Management Subscription Agreement (Arch Capital Group LTD)
