REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that: a. I have adequate means for current and long-term personal needs and contingencies. I do not need liquidity with respect to my investment in the Shares. I am in a financial position to hold the Shares for an indefinite period of time. I am able to bear the economic risk of, and can withstand, a complete loss of my investment in the Company. b. I have knowledge and experience in financial and business matters and I am capable of (a) requesting, reviewing and understanding the information I have acquired regarding the Company and its operations, management and control, and (b) evaluating the merits and risks of an investment in the Company and the Shares, including the risk of losing my entire investment. c. I am (a) of legal age in accordance with the laws of my state of residency, (b) acquiring the Shares solely for my own account or as fiduciary for the benefit of another, and (c) not acquiring the Shares as a nominee or agent for the benefit of any other person. To the extent I am acting as a fiduciary in acquiring the Shares, all warranties, representations and covenants herein shall be deemed to have been made on behalf of the person or persons for whom I am acting, except that such person(s) need not be of legal age. d. I am acquiring the Shares for investment and not with a view to any offering, sale or distribution of all or any part of the Shares. e. I am an "Accredited Investor" as that term is defined in Section 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"). Specifically, I am: (CHECK ALL APPROPRIATE ITEMS) (i) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (ii) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the shares offered, with total assets in excess of $5,000,000. X (ii) A director or executive officer of the Company.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Eden Shoua), Private Placement Subscription Agreement (Omri Morchi), Private Placement Subscription Agreement (Omri Morchi)
REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that:
a. I have adequate means for current and long-term personal needs and contingencies. I do not need liquidity with respect to my investment in the Shares. I am in a financial position to hold the Shares for an indefinite period of time. I am able to bear the economic risk of, and can withstand, a complete loss of my investment in the Company.
b. I have knowledge and experience in financial and business matters and I am capable of (a) requesting, reviewing and understanding the information I have acquired regarding the Company and its operations, management and control, and (b) evaluating the merits and risks of an investment in the Company and the Shares, including the risk of losing my entire investment.
c. I am (a) of legal age in accordance with the laws of my state of residency, (b) acquiring the Shares solely for my own account or as fiduciary for the benefit of another, and (c) not acquiring the Shares as a nominee or agent for the benefit of any other person. To the extent I am acting as a fiduciary in acquiring the Shares, all warranties, representations and covenants herein shall be deemed to have been made on behalf of the person or persons for whom I am acting, except that such person(s) need not be of legal age.
d. I am acquiring the Shares for investment and not with a view to any offering, sale or distribution of all or any part of the Shares.
e. I am an "Accredited Investor" as that term is defined in Section 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"). Specifically, I am: (CHECK ALL APPROPRIATE ITEMS)
) ________ (i) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
(ii) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the shares offered, with total assets in excess of $5,000,000. X (ii) A director or executive officer of the Company.
Appears in 1 contract
Samples: Subscription Agreement (Business Security Consultants, Inc.)
REPRESENTATION AND WARRANTS. By executing this subscription agreement, the undersigned represents and warrants to the Company that:
a. I have adequate means for current and long-term personal needs and contingencies. I do not need liquidity with respect to my investment in the Shares. I am in a financial position to hold the Shares for an indefinite period of time. I am able to bear the economic risk of, and can withstand, a complete loss of my investment in the Company.
b. I have knowledge and experience in financial and business matters and I am capable of (a) requesting, reviewing and understanding the information I have acquired regarding the Company and its operations, management and control, and (b) evaluating the merits and risks of an investment in the Company and the Shares, including the risk of losing my entire investment.
c. I am (a) of legal age in accordance with the laws of my state of residency, (b) acquiring the Shares solely for my own account or as fiduciary for the benefit of another, and (c) not acquiring the Shares as a nominee or agent for the benefit of any other person. To the extent I am acting as a fiduciary in acquiring the Shares, all warranties, representations and covenants herein shall be deemed to have been made on behalf of the person or persons for whom I am acting, except that such person(s) need not be of legal age.
d. I am acquiring the Shares for investment and not with a view to any offering, sale or distribution of all or any part of the Shares.
e. I am an "Accredited Investor" as that term is defined in Section 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"). Specifically, I am: (CHECK ALL APPROPRIATE ITEMS)
) _____ (iI) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Advisors Act of 1940.
(ii) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the shares offered, with total assets in excess of $5,000,000. X (ii) A director or executive officer of the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Monumental Marketing Inc)