Purchasers’ Representations and Acknowledgement Sample Clauses

Purchasers’ Representations and Acknowledgement. (a) Each Purchaser represents, severally and not jointly, that it is acquiring the Securities to be acquired by it for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Securities Act. Each Purchaser further represents, agrees and acknowledges, severally and not jointly, that it:
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Purchasers’ Representations and Acknowledgement. 3 1.4 Expenses.........................................................5 1.5 Indemnification..................................................6 1.6 Registration of Notes; etc.......................................8
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Purchasers’ Representations and Acknowledgement. (t) Each Purchaser represents, severally and not jointly, that it is acquiring the Securities to be acquired by it for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Securities Act. Each Purchaser further represents, agrees and acknowledges, severally and not jointly, that it: is an accredited investor as defined in Regulation D promulgated under the Securities Act; did not employ any broker or finder in connection with the transactions contemplated by this Agreement; understands that the Securities have not been registered under the Securities Act and are being issued by Parent Issuer in transactions exempt from the registration requirements of the Securities Act and Parent Issuer has not undertaken to register the Securities under the Securities Act or any state or blue sky law; and further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. If any Purchaser desires to sell or otherwise dispose of all or any part of the Securities (other than pursuant to Rule 144, Rule 144A or an effective registration statement under the Securities Act), if requested by Parent Issuer, it will deliver to Parent Issuer an opinion of counsel, reasonably satisfactory in form and substance to Parent Issuer, that an exemption from registration under the Securities Act is available. Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities (and all securities issued in exchange therefor, upon exercise thereof or in substitution thereof) shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THE HOLDER MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF OR ENCUMBER THE SECURITIES REPRESENTED BY THIS CERTIFICATE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUEST AN OPINION OF LEGAL COUNSEL FOR THE HOLDER REASONABLY ...
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Related to Purchasers’ Representations and Acknowledgement

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Representations, Warranties and Acknowledgments (a) The Buyer hereby represents and warrants to Seller that:

  • Additional Agreements and Acknowledgements of the Purchaser (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Representations and Warranties, Acknowledgments, and Agreements The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the 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 business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

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