Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options:
(a) The Purchaser is acquiring the Common Stock issuable upon exercise of the Options (the "Stock") for investment for the Purchaser's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that the Purchaser will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless (A) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with Section 3 of this Agreement and (B) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is in compliance with the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") and in compliance with applicable state securities laws. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Purchaser to the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, the Purchaser's spouse or lineal descendants (a "Purchaser's Trust"), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof.
(b) In addition to any legends required by the Act or applicable state securities laws, the certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOT...
Purchaser’s Representations, Warranties and Agreements. 2.1. Purchaser represents and warrants that: (a) the making and performance of this Agreement including its agreement to be bound by the Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Agreement is in compliance with all applicable laws and regulations promulgated thereunder and entering into this Agreement and performance of its obligations hereunder and under the Credit Agreement will not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and will not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution, delivery and performance of its duties under this Agreement and the Credit Agreement; (d) this Agreement has been duly executed by it, and, this Agreement and the Credit Agreement, constitute its legal, valid, and binding obligation, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (e) the act of entering into and performing its obligations under this Agreement and the Credit Agreement have been approved by its board of directors at an authorized meeting thereof (or by written consent in lieu of a meeting) and such action was duly noted in the written minutes of such meeting, and that it will, if requested by the Administrative Agent, furnish Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.
2.2. Purchaser further represents that it is entitled to receive any payments to be made to it under the Credit Agreement without the withholding of any tax and will furnish to Administrative Agent and to Borrower such forms, certifications, statements and other documents as Administrative Agent or Borrower may request from time to time to evidence Purchaser’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Administrative Agent or Borrower, as the case may be, to comply with ...
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required. It is not acquiring the Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Act below or in a transaction not subject thereto.
(b) It is not acquiring the Securities with a view to any distribution thereof that would violate the Act or the securities laws of any state of the U.S. or any other applicable jurisdiction.
(c) It is an “accredited investor” as defined in Rule 501(a) under the Act and that it is not a registered broker-dealer under Section 15 of the Exchange Act.
(d) It, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Notes, and has so evaluated the merits and risks of such investment. It is able to bear the economic risk of an investment in the Notes and, at the present time, is able to afford a complete loss of such investment.
(e) It is not purchasing the Notes as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
(f) It has independently evaluated the merits of its decision to purchase the Notes pursuant to this Agreement. Other than the legal opinions issued pursuant to Section 7(e) hereof by the counsels to the Company, it has not relied on the business or legal advice of any person nor any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such persons has made any representations or warranties to Purchaser in connection with the transactions contemplated by this Agreement.
(g) It acknowledges that the Controlling Shareholder may have material non public information (which may or may not be relevant to its consideration of an investment in the Notes) with respect to CSR, and that if it is provided with such non-public information it must...
Purchaser’s Representations, Warranties and Agreements. Purchaser hereby represents and warrants:
Purchaser’s Representations, Warranties and Agreements. To induce the Seller to sell the Private Shares to the Purchaser, the Purchaser hereby represents and warrants to the Seller and agrees with the Seller as follows:
Purchaser’s Representations, Warranties and Agreements. To induce the Company to deliver the Securities to the Purchaser, the Purchaser hereby represents and warrants to the Company and agrees with the Company as follows:
Purchaser’s Representations, Warranties and Agreements. To induce the Sponsor to sell the Shares to the Purchaser, the Purchaser hereby represents and warrants to the Sponsor and the Company and agrees with the Sponsor and the Company as follows:
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that the following representations and warranties are true and correct and will on the Closing Date to be true and correct:
(a) The Purchaser has the requisite legal and corporate or partnership power and authority, as the case may be, to execute and deliver this Agreement and each other Document to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and each other Document to which it is a party, and the performance of the Purchaser’s obligations hereunder and thereunder, have been duly authorized by all requisite corporate or partnership action, and this Agreement and each other Document to which the Purchaser is a party have been duly executed and delivered by the Purchaser and constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except to the Enforcement Exceptions.
(b) The Purchaser understands that the purchase of the Securities involves substantial risk and that its financial condition and investments are such that it is in a financial position to hold the Units for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of its investment in, the Securities. In addition, the Purchaser confirms that it has experience in financial and business matters, investments, securities and private placements and the capability to evaluate the merits and risks of the transactions contemplated by this Agreement.
(c) No consent, approval or action of, filing with or notice to any other Person or Governmental Authority on the part of the Purchaser is required in connection with the execution, delivery and performance of this Agreement and any other Document to which it is a party.
(d) The Purchaser has not engaged any broker, finder, commission agent or other similar person in connection with the transactions contemplated under the Documents that could give rise to any claim by any Person against the Company for a finder’s fee, brokerage commission or similar payment (excluding the commissions and fees payable to Xxxxxxx Xxxxx Far East Limited and Deutsche Bank AG, Hong Kong Branch, which commissions or fees are the sole liability of, and will be paid by, the Company).
(e) The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) an...
Purchaser’s Representations, Warranties and Agreements. To induce PubCo to issue the PubCo Forward Purchase Securities to the Purchaser, the Purchaser hereby represents and warrants to PubCo and agrees with PubCo as follows:
Purchaser’s Representations, Warranties and Agreements. To induce the Sellers to transfer the Shares to the Purchaser, the Purchaser hereby represents and warrants to the Sellers and the Company and agrees with the Sellers and the Company as follows as of the date of this Agreement and as of the closing of the IPO:
