Representations and Warranties by the Investor. The Investor hereby represents and warrants to the Company as follows:
Representations and Warranties by the Investor. The Investor hereby represents and warrants to the Partnership Parties as follows:
Representations and Warranties by the Investor. The Investor represents and warrants to the Company that each of the statements set out in Schedule 2 is true and correct and not misleading, including by omission.
Representations and Warranties by the Investor. (1) The Investor hereby represents and warranties to the Company as specified in Schedule 2. Such representations and warranties is true, accurate and complete on the execution day and Closing date of this Agreement, unless it is associated with certain dates. The Investor acknowledges that the Company relies on the Investor’s representation and warranties for this Transaction.
(2) If any of the representations and warranties by the Investor is untrue, inaccurate or incomplete, and causes any damages, loss, expense or other adversity of the Company, the Company has right to require the Investor to jointly bear such liability. The compensation under this section shall not affect other rights and remedies that the Company is entitled to according to other provisions of this Agreement.
Representations and Warranties by the Investor. The Investor recognizes that (a) the purchase of the Subject Shares involves a high degree of risk. Such risks including, but not limited to, the following: (a) Trans-High and its Subsidiaries may never achieve their anticipated growth and profitability, (b) an investment in the Company is highly speculative, and only Persons who can afford the loss of their entire investment should consider investing in the Company and the Subject Shares; (c) the Investor may not be able to liquidate his its investment; (d) the other risks associated with the Business of Trans-High and its Subsidiaries, as reflected in the Purchase Agreement,, the Schedules thereto and other information made available to the Investor.
Representations and Warranties by the Investor. The Investor hereby represents and warrants to the Company as follows:
(a) Organization; Authority. Investor is a limited liability company duly authorized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement to which it is a party and otherwise to carry out its obligations hereunder. The purchase by Investor of the Shares hereunder has been duly authorized by all necessary action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor and constitutes the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity.
Representations and Warranties by the Investor. The Investor represents and warrants to the Issuer on the Date of this Agreement and at the Closing (except for those representations and warranties made as of a particular date, in which case the Investor represents and warrants to the Issuer as follows as of such date) that:
Representations and Warranties by the Investor. In order to induce the Company to enter into this Agreement and to sell the Purchased Securities, the Investor hereby represents and warrants to the Company as follows:
Representations and Warranties by the Investor. The Investor represents and warrants to the Company as follows:
A. This Warrant and the Shares to be issued upon exercise thereof are being acquired for its own account, for investment, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. Upon exercise of this Warrant, the Investor, if so requested by Company, shall confirm in writing, in a form satisfactory to Company that the securities to be issued upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale.
B. Investor understands that the Warrant and the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, they must be held by the Investor indefinitely, and Investor must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. Investor further understands that the Warrant Shares have not been qualified under the California Securities Law of 1968 (the “California Law”) by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f) thereof, which exemption depends upon, among other things, the bona fide nature of the Investor's investment intent expressed above.
C. Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.
D. Investor is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.
E. Investor is an Accredited Investor and will confirm and represent Investor is an Accredited Investor at the date of exercise.
Representations and Warranties by the Investor. 1.5 The Investor recognizes that (a) the purchase of the Equity Securities involves a high degree of risk. Such risks including, but not limited to, the following: (a) the Company may never achieve their anticipated growth and profitability, (b) an investment in the Company is highly speculative, and only Persons who can afford the loss of their entire investment should consider investing in the Company and the Equity Securities; (c) the Investor may not be able to liquidate his its investment; (d) the other risks associated with the Business of the Company, as reflected in the Memorandum and other information made available to the Investor.
1.6 The Investor meets the requirements of at least one of the suitability standards for an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D or is not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S, and as set forth on the Investor Certification attached hereto.
1.7 The Investor hereby acknowledges and represents that (a) the Investor has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange or the Investor has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Investor and to all other prospective investors in the Equity Securities to evaluate the merits and risks of such an investment on the Investor’s behalf; (b) the Investor recognizes the highly speculative nature of this investment; and (c) the Investor is able to bear the economic risk that the Investor hereby assumes.
1.8 The Investor hereby acknowledges receipt of this Agreement and his or it has careful reviewed the Memorandum and all exhibits thereto (collectively, the “Transaction Documents”), and has received any additional information from the Company or Trans-High that the Investor has requested, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company and Trans-High concerning the Company, Trans-High and its Subsidiaries and the terms and conditions of the Debt Conversion; provided, however that no investigation performed by or on behalf of the Investor shall limit or otherwise affect its right to rely o...
