Common use of Purchaser's Investment Representations Clause in Contracts

Purchaser's Investment Representations. As a material inducement to the Company to enter into this Agreement and to sell the Preferred Stock hereunder, each Purchaser represents and warrants, severally and not jointly, to the Company as of the date hereof as follows: (i) Such Purchaser is acquiring the Restricted Stock purchased hereunder for its own account with the present intention of holding such securities for purposes of investment, has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Stock from transferring such securities in compliance with the provisions of Section 3 hereof and the Investor Rights Agreement. (ii) Such Purchaser is an "accredited investor" (as defined) under Regulation D under the Securities Act, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Stock. (iii) Such Purchaser is able to bear the economic risk of its investment in the Preferred Stock for an indefinite period of time because the Preferred Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (iv) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Preferred Stock and has had full access to such other information concerning the Company as it has requested. (v) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is a party or any judgment, order or decree to which such Purchaser is subject. (vi) Such Purchaser is a resident of the state indicated in its address as set forth on the Schedule of Purchasers attached hereto.

Purchaser's Investment Representations. As a material inducement to the Company to enter into this Agreement and to sell the Preferred Stock hereunder, each Each Purchaser hereby -------------------------------------- represents and warrants, severally and not jointly, warrants to the Company as of the date hereof as follows: : (i) Such this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a valid and legally binding obligation of such Purchaser enforceable in accordance with its terms, (ii) the execution, delivery and performance of this Agreement by Purchaser does not conflict with, violate or result in the breach of any agreement, instrument, order, judgement, decree, law or governmental regulation to which such Purchaser is a party or by which it is bound, (iii) Purchaser is an "Accredited Investor" as defined in Regulation D promulgated under the Securities Act and has substantial experience in evaluating and investing in similar private placement transactions, is capable of evaluating the merits and risks of this investment in the Company and has the capacity to protect its own interests, (iv) Purchaser understands and acknowledges that the purchase of Class A Preferred and Warrants hereunder represents a speculative investment, and that Purchaser is able, without impairing its financial condition, to hold such investment for an indefinite period of time and/or to suffer a complete loss of such investment, (v) Purchaser is acquiring the Restricted Stock Securities purchased hereunder for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Stock from transferring such securities in compliance with the provisions of Section 3 hereof and the Investor Rights Agreement. (iivi) Such Purchaser is an "accredited investor" (as defined) under Regulation D under aware of and has investigated the Securities ActCompany's business, is sophisticated in management and financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Stock. (iii) Such Purchaser is able to bear the economic risk of its investment in the Preferred Stock for an indefinite period of time because the Preferred Stock has not been registered under the Securities Act andcondition, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (iv) Such Purchaser has had an a satisfactory opportunity to ask questions of, and receive answers from, agents and employees of the Company concerning the business of the Company and the terms and conditions of the offering of the Preferred Stock this transaction and has had full access to such other information concerning about the Company as it has requestedPurchaser deemed necessary or desirable to reach an informed and knowledgeable decision to purchase Class A Preferred and Warrants. (v) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is a party or any judgment, order or decree to which such Purchaser is subject. (vi) Such Purchaser is a resident of the state indicated in its address as set forth on the Schedule of Purchasers attached hereto.

Purchaser's Investment Representations. As a material inducement to the Company to enter into this Agreement and to sell the Preferred Stock hereunder, each Each Purchaser hereby represents and warrants, severally and not jointly, warrants to the Company as of the date hereof as follows: : (i) Such this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a valid and legally binding obligation of such Purchaser enforceable in accordance with its terms, (ii) the execution, delivery and performance of this Agreement by Purchaser does not conflict with, violate or result in the breach of any agreement, instrument, order, judgement, decree, law or governmental regulation to which such Purchaser is a party or by which it is bound, (iii) Purchaser is an "Accredited Investor" as defined in Regulation D promulgated under the Securities Act and has substantial experience in evaluating and investing in similar private placement transactions, is capable of evaluating the merits and risks of this investment in the Company and has the capacity to protect its own interests, (iv) Purchaser understands and acknowledges that the purchase of Class A Preferred and Warrants hereunder represents a speculative investment, and that Purchaser is able, without impairing its financial condition, to hold such investment for an indefinite period of time and/or to suffer a complete loss of such investment, (v) Purchaser is acquiring the Restricted Stock Securities purchased hereunder for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Stock from transferring such securities in compliance with the provisions of Section 3 hereof and the Investor Rights Agreement. (iivi) Such Purchaser is an "accredited investor" (as defined) under Regulation D under aware of and has investigated the Securities ActCompany's business, is sophisticated in management and financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Stock. (iii) Such Purchaser is able to bear the economic risk of its investment in the Preferred Stock for an indefinite period of time because the Preferred Stock has not been registered under the Securities Act andcondition, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (iv) Such Purchaser has had an a satisfactory opportunity to ask questions of, and receive answers from, agents and employees of the Company concerning the business of the Company and the terms and conditions of the offering of the Preferred Stock this transaction and has had full access to such other information concerning about the Company as it has requestedPurchaser deemed necessary or desirable to reach an informed and knowledgeable decision to purchase Class A Preferred and Warrants. (v) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is a party or any judgment, order or decree to which such Purchaser is subject. (vi) Such Purchaser is a resident of the state indicated in its address as set forth on the Schedule of Purchasers attached hereto.

Purchaser's Investment Representations. As a material inducement -------------------------------------- to the Company to enter into this Agreement and to sell the Preferred Purchased Stock hereunder, each Purchaser represents and warrants, severally and not jointly, to the Company as of the date hereof as follows: (i) Such Purchaser is acquiring the Restricted Stock purchased hereunder for its own account with the present intention of holding such securities for purposes of investment, has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided -------- that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Stock from transferring such securities in compliance with the provisions of Section 3 hereof and the Investor Rights Agreement.. --------- (ii) Such Purchaser is an "accredited investor" (as defined) under Regulation D under the Securities Act, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Purchased Stock. (iii) Such Purchaser is able to bear the economic risk of its investment in the Preferred Purchased Stock for an indefinite period of time because the Preferred Purchased Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (iv) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Preferred Purchased Stock and has had full access to such other information concerning the Company as it has requested. (v) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is a party or any judgment, order or decree to which such Purchaser is subject. (vi) Such Purchaser is a resident of the state indicated in its address as set forth on the Schedule of Purchasers attached hereto.. ----------------------

Purchaser's Investment Representations. As a material ---------------------------------------- inducement to the Company to enter into this Agreement and to sell the Preferred Stock hereunder, each Purchaser represents and warrants, severally and not jointly, to the Company as of the date hereof as follows: (i) Such Purchaser is acquiring the Restricted Stock purchased hereunder for its own account with the present intention of holding such securities for purposes of investment, has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Stock from transferring such securities in compliance with the provisions of Section 3 hereof and the Investor Rights Agreement. (ii) Such Purchaser is an "accredited investor" (as defined) under Regulation D under the Securities Act, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Stock. (iii) Such Purchaser is able to bear the economic risk of its investment in the Preferred Stock for an indefinite period of time because the Preferred Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (iv) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Preferred Stock and has had full access to such other information concerning the Company as it has requested. (v) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is a party or any judgment, order or decree to which such Purchaser is subject. (vi) Such Purchaser is a resident of the state indicated in its address as set forth on the Schedule of Purchasers attached hereto.. ----------------------

Purchaser's Investment Representations. As a material inducement to the Company to enter into this Agreement and to sell the Preferred Stock hereunder, each Each Purchaser represents and warrantshereby, severally and not jointly, represents and warrants to the Company as of the date hereof as followsthat: (ia) Such Purchaser is acquiring shares of Preferred Stock, Conversion Stock and/or the Restricted Stock Notes purchased hereunder or acquired pursuant hereto for his or its own account with the present intention of holding such securities for purposes of investment, and that he or it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided that nothing contained herein shall prevent such Purchaser Purchasers and subsequent holders of Restricted such shares of Preferred Stock, Conversion Stock and Notes from transferring such securities in compliance with the provisions of Section 3 hereof federal and state securities laws. Each certificate or instrument representing Preferred Stock and the Investor Rights Agreement.Conversion Stock shall be imprinted with the legend stating that such Securities are not registered securities under the Securities Act and that the transfer of such Securities is therefore restricted; (iib) Such Purchaser is an "accredited investor" has been furnished any and all material relating to the Company and the shares of Preferred Stock, the Conversion Stock and the Notes which he or it has requested and has been afforded the opportunity to obtain any additional information necessary to evaluate such Purchaser’s participation in the transactions contemplated by this Agreement; (as definedc) under Regulation D under Such Purchaser, either alone or with his or its financial advisor(s), has the Securities Act, is sophisticated necessary knowledge and experience in financial and business matters and is as to be able to evaluate the merits and risks and benefits of the investment such Purchaser’s participation in the Preferred Stock.transactions contemplated by this Agreement; and (iiid) Such Purchaser is able to bear the economic risk qualifies as an “accredited Purchaser” as defined in Rule 501 of its investment in the Preferred Stock for an indefinite period of time because the Preferred Stock has not been registered Regulation D promulgated under the Securities Act andof 1933, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is availableas amended. (iv) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Preferred Stock and has had full access to such other information concerning the Company as it has requested. (v) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is a party or any judgment, order or decree to which such Purchaser is subject. (vi) Such Purchaser is a resident of the state indicated in its address as set forth on the Schedule of Purchasers attached hereto.

Purchaser's Investment Representations. As a material inducement to the Company to enter into this Agreement and to sell the Preferred Stock hereunder, each Each Purchaser represents and warrants, severally and not jointly, to the Company as of the date hereof as followshereby represent that: (i) Such such Purchaser is acquiring the Restricted Stock Securities to be purchased by them hereunder or to be acquired by them pursuant hereto for its their own account with the present intention of holding such securities for investment purposes of investment, has and that they have no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, was not organized or reorganized for the purpose of purchasing the Restricted Stock purchased hereunder, and conducts other business or holds other investments; provided that nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Stock from transferring such securities in compliance with the provisions of Section 3 hereof and the Investor Rights Agreement.; (ii) Such Purchaser is an "accredited investor" (as defined) under Regulation D under the Securities Act, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Stock. (iii) Such such Purchaser is able to bear the economic risk of its the investment in the Preferred Stock Securities for an indefinite period of time because the Preferred Stock has Securities are subject to the transfer restrictions contained herein and have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available.Act; (iviii) Such such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Preferred Stock Securities and has had full access to such other information concerning the Company as it the Purchaser has requested.. Purchaser has reviewed, or has had an opportunity to review copies of the following documents, (A) the Stockholders Agreement, (B) Amended and Restated Certificate of Incorporation of the Company, and (C) the Registration Rights Agreement; (iv) such Purchaser either (A) is an "accredited investor" as defined in rule 501(a) under the 1933 Act or (B) has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of its prospective investment in the Securities, is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment; and (v) This this Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, and the execution, delivery delivery, and performance of this Agreement by such Purchaser does not and shall will not conflict with, violate violate, or cause a breach of any agreement, contract contract, or instrument to which such Purchaser is a party or any judgment, order order, or decree to which such Purchaser is subject. (vi) Such Purchaser is a resident of the state indicated in its address as set forth on the Schedule of Purchasers attached hereto.