Receipt of Information; Restricted Securities. Investor acknowledges that the Securities are not being and will not be registered under the Securities Act or the securities laws of any other jurisdiction in reliance on exemptions thereunder. The Securities have not been and will not be approved or disapproved by the Securities and Exchange Commission or any other governmental authority or agency of any jurisdiction. Investor represents that it has had an opportunity to ask questions and receive answers from Company regarding the terms and conditions of the offering of the Series B Preferred Stock and the business, properties, prospects, and financial condition of Company and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such Investor or to which such Investor had access. Investor's representations under this Section 6, however, shall not limit or modify the representations and warranties of Company in Section 5 of this Agreement or the right of Investor to rely thereon.
Receipt of Information; Restricted Securities. The Investor acknowledges that the Securities are not being and will not be registered under the Securities Act or the securities laws of any other jurisdiction in reliance on exemptions thereunder. Accordingly, each certificate evidencing the Securities shall be imprinted with the legend set forth in Article FOURTH of the Amended Articles. The Investor acknowledges that the Securities have not been and will not be approved or disapproved by the Securities and Exchange Commission or any other governmental authority or agency of any jurisdiction. The Investor represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Series B Preferred Stock and the business, properties, prospects, and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Investor or to which the Investor had access. The Investor's representations under this Section 7, however, shall not limit or modify the representations and warranties of the Company in Section 6 of this Agreement or the right of the Investor to rely thereon.
Receipt of Information; Restricted Securities. River Cities acknowledges that the Securities are not being and will not be registered under the Securities Act or the securities laws of any other jurisdiction in reliance on exemptions thereunder. Accordingly, each certificate evidencing the Securities shall be imprinted with the legend set forth in Article FOURTH of the Amended Articles. River Cities acknowledges that the Securities have not been and will not be approved or disapproved by the Securities and Exchange Commission or any other governmental authority or agency of any jurisdiction. River Cities represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Series C Preferred Stock and the Warrant and the business, properties, prospects, and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to River Cities or to which River Cities had access. River Cities' representations under this Section 7, however, shall not limit or modify the representations and warranties of the Company in Section 6 of this Agreement or the right of River Cities to rely thereon.
Receipt of Information; Restricted Securities. [1] Investor acknowledges (i) that it has received and reviewed the Confidential Business Plan; (ii) that such Confidential Business Plan does not compile and was not intended to compile in a comprehensive fashion all information relative to the Company's business or its technological applications and financial prospects, (iii) that the Company is a speculative start up business enterprise, and (iv) there are substantial risk factors associated with Investor's purchase of the Securities. Investor acknowledges that the proposed business strategy and the hypothetical financial projections and cash flows contained in the Confidential Business Plan are prepared on the basis of assumptions and hypotheses that the Company believes to be reasonable. Investor acknowledges that the Company has not given and can give no assurance that any of the potential strategies described in the Confidential Business Plan can be implemented or that the potential benefits and results described in the Business Plan will prove to be attainable. [2] Investor acknowledges that the Securities are not being and will not be registered under the Securities Act or the securities laws of any other jurisdiction in reliance on exemptions thereunder. Investor understands that it must bear the economic risk of its investment in the Securities for an indefinite period of time, and that such Securities may not be resold unless an exemption from registration under the securities laws is available. Investor understands that, except as provided in the Registration Rights Agreement, it is not contemplated that any registration will be made under the Securities Act or that the Company will take steps that will make the provisions of Rule 144 under the Securities Act available to permit resale of the Securities. Investor will not pledge, transfer, convey or otherwise dispose of any of the Securities, except in a transaction that is subject to either (a) an effective registration statement under the Securities Act and any applicable state securities laws, or (b) an opinion of counsel to the effect that such registration is not required (which opinion and counsel shall be reasonably satisfactory to the Company). [3] Investor represents that Investor has had an opportunity to ask questions and receive answers from officers of Company with respect to the Confidential Business Plan and the business and financial condition of the Company and the terms and conditions of the offering of the Securities and to ...
