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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR. (h) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is one year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSR, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph. (i) It acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144. (j) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Securities.
Appears in 1 contract
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents represents, warrants and warrants agrees to the Company and the Controlling Shareholder that:
(a) It The Purchaser is not a “"U.S. Person” " (as defined in Rule 902 of Regulation SS under the Act) 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 The Purchaser 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 theretothereto or unless such securities have been registered under the Act and applicable state securities laws.
(b) It The Purchaser 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. United States 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 The 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Securities that it will not offer, sell or otherwise transfer any of the such Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is one year after expiration of the applicable holding period under Rule 144 of the Act commencing from the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security Securities proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSRthe Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “"U.S. Persons” " (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (ed) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security Note is transferred a notice substantially to the effect of this paragraph.
(id) It The Purchaser acknowledges that the Securities are “"restricted securities” " as defined in Rule 144 under the Act, and the resale of such Securities by the Purchaser must be made in accordance with Regulation S, the registration requirements under the Act and subject to resale restrictions during the period set forth in Rule 144or an exemption thereform.
(je) No form of “"directed selling efforts” " (as defined in Rule 902 of Regulation SS under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Securities.
(f) The Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. 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 any of the Securities.
(g) The Purchaser will not, for a period of 90 days before the date set forth in Section 14.05(g) of each of the Indentures, engage in short selling of the Common Stock.
(h) To do and perform all things required to be done and performed under the Transaction Documents prior to and after the Closing Date.
Appears in 1 contract
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.)
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company Parent and the Controlling Shareholder Company that:
(a) It is not a “U.S. Person” (as defined in Rule 902 of Regulation SS under the Act) and it understands that no action has been or will be taken in any jurisdiction by the Parent or 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. United States 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) or one year (in the case of the Warrants and the Warrant Shares) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSRthe Parent or the Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph.
(id) It The Purchaser acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144.
(je) No form of “directed selling efforts” (as defined in Rule 902 of Regulation SS under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
(f) The Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Securities.
(g) The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated by the Documents, including, without limitation, the purchase of the Securities: (a) is within its power and authority and has been duly authorized by all necessary action; (b) does not contravene the terms of its Charter Documents or any amendment thereof; and (c) shall not violate, constitute a breach of or a default (with the passage of time or otherwise) under, or require the consent of any person or a Governmental Authority (other than consents already obtained which are in full force and effect) under or pursuant to (i) any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which the Purchaser is a party or by which the Purchaser or its property is bound, or (ii) any statute, rule, regulation, law or ordinance, or any judgment, decree or order applicable to the Purchaser or any of its properties, other than in each of clause (i) and (ii) such violations, breaches or defaults that would not, individually or in aggregate, have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.
(h) This Agreement and the other Documents to which it is a party have been duly executed and delivered by it and assuming that it is binding on and enforceable against the Company, this Agreement constitutes the Purchaser’s legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(i) The Purchaser has not engaged any broker, finder, commission agent or other similar person in connection with the transactions contemplated under the Documents, and the Purchaser is not under any obligation to pay any broker’s fee or commission in connection with such transactions.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hi-Tech Wealth Inc.)
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation SS under the Act) 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 Notes or the Conversion Shares in any country or jurisdiction where action for that purpose is required. It The Purchaser is not acquiring the Securities Notes or the Conversion Shares 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 The Purchaser is not acquiring the Securities Notes or the Conversion Shares with a view to any distribution thereof that would violate the Act or the securities laws of any state of the U.S. United States 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 The 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes and/or the Conversion Shares that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with Notes and/or the Act, engage in hedging transactions involving such securities, on or Conversion Shares prior to (x) the date which is one 1 year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSRthe Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph.
(id) It The Purchaser acknowledges that the Securities Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144Act.
(je) No form of “directed selling efforts” (as defined in Rule 902 of Regulation SS under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the SecuritiesNotes and/or the Conversion Shares.
(f) The Notes and/or the Conversion Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. 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 any of the Notes or the Conversion Shares.
Appears in 1 contract
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.)
Purchaser’s Representations, Warranties and Agreements. The Purchaser Each Purchaser, severally and not jointly, represents and warrants to the Company and the Controlling Shareholder Subsidiary Guarantor that:
(a) It Such Purchaser is not a “"U.S. Person” " (as defined in Rule 902 of Regulation SS under the Securities Act) 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 Such Purchaser 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 Such Purchaser is not acquiring the Securities Units with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the U.S. United States 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 Such 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) or one year (in the case of the Warrants) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the such Purchaser) and (y) such later date, if any, as may be required by applicable lawlaw (the "Resale Restriction Termination Date"), except (a) to CSRthe Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a “"qualified institutional buyer” " as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “"U.S. Persons” " (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph; provided that the Company, the Trustee, the registrar and the transfer agent with respect to such Security shall have the right prior to any such offer, sale or transfer pursuant to clause (d) prior to the end of the 40-day distribution compliance period (in the case of the Notes) or one-year distribution compliance period (in the case of Warrants), in each case within the meaning of Regulation S, or pursuant to clause (e) prior to the Resale Restriction Termination Date to require that an opinion of counsel, certifications and/or other information reasonably satisfactory to the Company, the Trustee, the registrar and the transfer agent with respect to such Security is completed and delivered by the transferor.
(i) It acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144.
(jd) No form of “"directed selling efforts” " (as defined in Rule 902 of Regulation SS under the Securities Act), general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the such Purchaser or any of its representatives in connection with the offer and sale of any of the SecuritiesUnits.
(e) The Units to be acquired by such Purchaser will be acquired, in the ordinary course of business, for investment for such Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Units.
Appears in 1 contract
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It The Purchaser understands that the purchase of the Units and Convertible Notes involves substantial risk and that its financial condition and investments are such that it is in a financial position to hold the Units and Convertible Notes for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of its investment in, the Units and Convertible Notes. 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.
(b) The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation SS under the Act) 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 securities for the account or benefit of any U.S. persons Person, such Purchaser (i) agrees not to resell the Securities except in accordance with the provisions of Regulation S under the Act, pursuant to registration under the Act, or pursuant to an available 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 Notesregistration, and has so evaluated the merits and risks of agrees not to engage in hedging transactions with regard to 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Act, engage (ii) agrees that any certificates representing the Securities issued to the Purchaser shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration and that hedging transactions involving with regard to such securitiessecurities may not be conducted unless in compliance with the Act, on or prior (iii) agrees that the Company is hereby required to (x) the date which is one year after the later of the date of the commencement of the offering and the date of original issuance (or refuse to register any transfer of any predecessor securities issued to the Purchaser not made in accordance with the provisions of any Security proposed to be transferred by the Purchaser) and (y) such later dateRegulation S, if any, as may be required by applicable law, except (a) to CSR, (b) pursuant to a registration statement that has been declared effective under the Act, or pursuant to an available exemption from registration, and (iv) represents that its subscription and payment for and continued beneficial ownership of the Securities does not violate any applicable securities laws or other laws of the jurisdiction of its organization.
(c) for so long as any Security is eligible for resale pursuant The Purchaser has had an opportunity to Rule 144A under ask questions and receive answers from the ActCompany regarding the terms and conditions of the offering of the Units and Convertible Notes and the business, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for management, properties, prospects and financial condition of the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, Company.
(d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph.
(i) It The Purchaser acknowledges that the Securities Units, the Warrant Shares, the Convertible Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144.
(j) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. be made by the . The Purchaser or any of its representatives in connection with the offer and sale of further understands that no public market now exists for any of the Securities issued by the Company and the Company has given no assurances that a public market will ever exist for the Company’s Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Xinyuan Real Estate Co LTD)
Purchaser’s Representations, Warranties and Agreements. The Each Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Act) 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. The Purchaser 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 or unless such securities have been registered under the Act and applicable state securities laws.
(b) 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.
(bc) 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.
(cd) 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.
(de) 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 NotesWarrant, 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 Warrant and, at the present time, is able to afford a complete loss of such investment.
(ef) It is not purchasing the Notes Warrant as a result of any advertisement, article, notice or other communication regarding the Notes Warrant 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.
(fg) It has independently evaluated the merits of its decision to purchase the Notes Warrant pursuant to this Agreement. Other than the legal opinions issued pursuant to Section 7(e) hereof by the counsels to the Company, it 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.
(gh) 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 NotesWarrant) with respect to CSR, and that if it is provided with such non-public information it must keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(hi) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is one year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSR, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph.
(ij) It acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144.
(jk) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Securities.
Appears in 1 contract
Samples: Notes Repurchase and Warrant Purchase Agreement (China Security & Surveillance Technology, Inc.)
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It it is not a “U.S. Person” (as defined in Rule 902 of Regulation SS under the Act) 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 Notes in any country or jurisdiction where action for that purpose is required. It The Purchaser is not acquiring the Securities Notes 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 The Purchaser is not acquiring the Securities Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the U.S. United States 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 The 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or Notes prior to (x) the date which is one year 40 days after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security Note proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable lawlaw (the “Resale Restriction Termination Date”), except (a) to CSRthe Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security Note is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security Note is transferred a notice substantially to the effect of this paragraph.
(i) It acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144.
(jd) No form of “directed selling efforts” (as defined in Rule 902 of Regulation SS under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the SecuritiesNotes.
(e) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. 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 any of the Notes.
Appears in 1 contract
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.)
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It The Purchaser 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 Notes or the Conversion Shares in any country or jurisdiction where action for that purpose is required. It The Purchaser is not acquiring the Securities Notes or the Conversion Shares 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 The Purchaser is not acquiring the Securities Notes or the Conversion Shares with a view to any distribution thereof that would violate the Act or the securities laws of any state of the U.S. United States 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 The 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes and/or the Conversion Shares that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with Notes and/or the Act, engage in hedging transactions involving such securities, on or Conversion Shares prior to (x) the date which is one 1 year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSRthe Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph.
(id) It The Purchaser acknowledges that the Securities Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144Act.
(je) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the SecuritiesNotes and/or the Conversion Shares.
(f) The Notes and/or the Conversion Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. 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 any of the Notes or the Conversion Shares.
Appears in 1 contract
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It it is not a “U.S. Person” (as defined in Rule 902 of Regulation SS under the Act) 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 Notes in any country or jurisdiction where action for that purpose is required. It is not acquiring the Securities Notes 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 Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the U.S. United States 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities Notes nor, unless in compliance with the Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the HY Notes) or one year (in the case of the Convertible Notes and the Conversion Shares) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSRthe Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph.
(id) It The Purchaser acknowledges that the Securities Convertible Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144.
(je) No form of “directed selling efforts” (as defined in Rule 902 of Regulation SS under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the SecuritiesNotes.
(f) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Notes.
Appears in 1 contract
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation SS under the Act) 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 Notes or the Conversion Shares in any country or jurisdiction where action for that purpose is required. It The Purchaser is not acquiring the Securities Notes or the Conversion Shares 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 The Purchaser is not acquiring the Securities Notes or the Conversion Shares with a view to any distribution thereof that would violate the Act or the securities laws of any state of the U.S. United States 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 The 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees on its own behalf and on behalf of any investor account for which it has purchased the Notes and/or the Conversion Shares that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with Notes and/or the Act, engage in hedging transactions involving such securities, on or Conversion Shares prior to (x) the date which is one 1 year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to CSRthe Company, (b) pursuant to a registration statement that has been declared effective under the Act, (c) for so long as any Security is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Act, and (B) agrees that it will give to each person to whom such Security is transferred a notice substantially to the effect of this paragraph.
(id) It The Purchaser acknowledges that the Securities Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144Act.
(je) No form of “directed selling efforts” (as defined in Rule 902 of Regulation SS under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the SecuritiesNotes and/or the Conversion Shares.
(f) The Notes and/or the Conversion Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. 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 any of the Notes or the Conversion Shares.
(g) Immediately upon Closing, the Purchaser shall return the Bridge Notes marked as “cancelled”.
Appears in 1 contract
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.)
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company and the Controlling Shareholder that:
(a) It The Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation SS under the Act) 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 Notes in any country or jurisdiction where action for that purpose is required. It The Purchaser is not acquiring the Securities Notes 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 The Purchaser is not acquiring the Securities Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the U.S. United States or any other applicable jurisdiction.
(c) It is an “accredited investor” as defined in Rule 501(aThe Purchaser (i) under the Act agrees on its own behalf 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 on behalf 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, investor account for which 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 keep it confidential and comply with federal securities laws and which Controlling Stockholder need not provide to it; provided, however, that the Controlling Shareholder is not aware of any non public information with respect to CSR that would have a material adverse effect upon CSR.
(h) It (A) agrees purchased Notes that it will not offer, sell or otherwise transfer any of the Securities Notes nor, unless in compliance with the Act, engage in hedging transactions involving such securities, securities on or prior to (x) the date which is one year after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Security Note proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (aA) to CSRthe Company, (bB) pursuant to a registration statement that has been declared effective under the Act, (cC) for so long as any Security Note is eligible for resale pursuant to Rule 144A under the Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (dD) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the U.S. United States within the meaning of Regulation S or (eE) pursuant to any other available exemption from the registration requirements of the Act, and (Bii) agrees that it will give to each person to whom such Security Note is transferred a notice substantially to the effect of this paragraphparagraph .
(id) It The Purchaser acknowledges that the Securities Notes and the Conversion Shares are “restricted securities” as defined in Rule 144 under the Act and subject to resale restrictions during the period set forth in Rule 144Act.
(je) No form of “directed selling efforts” (as defined in Rule 902 of Regulation SS under the Act), general solicitation or general advertising in violation of the Act has been or will be used nor will any offers by means of any directed selling efforts in the U.S. United States be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the SecuritiesNotes.
(f) The Notes to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. 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 any of the Notes.
Appears in 1 contract
Samples: Notes Purchase Agreement (China Shen Zhou Mining & Resources, Inc.)
