Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):
Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that:
Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that:
2.1. No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the Offering of the Securities. 2.2. Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:
Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of each Closing Date:
(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that:
4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms.
4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration.
4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares.
4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk.
4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act.
4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.
4.7. Subscr...
Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that:
(a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(b) there is no government or other insurance covering the Securities;
(c) there are risks associated with the purchase of the Securities;
(d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;
(e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;
(f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and:
(i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation;
(ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and
(iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and
(g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities.
Representations and Warranties of Subscriber. In consideration of the Company’s offer to sell the Securities, and in addition to the purchase price to be paid, Subscriber hereby covenants, represents and warrants to the Company as follows:
Representations and Warranties of Subscriber. As a material inducement to the Company to enter into this Agreement and issue and sell the Placement Warrants to the Subscriber, the Subscriber represents and warrants to the Company that:
Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Corporation that:
a. No offer, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision;
b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Stock and to make an informed investment decision with respect thereto;
c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences of such investment;
d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction;
e. Subscriber is a person who is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing;
f. Subscriber recognizes that it is a speculative venture;
g. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment;
h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such delivery.
