Representations and Warranties of the Consultant. The Consultant represents and warrants to and covenants with the Company that:
Representations and Warranties of the Consultant. This Agreement and the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that:
(a) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares.
(b) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares.
(c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information.
(d) Unless and until the Shares are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.
(e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
Representations and Warranties of the Consultant. The Consultant hereby represents and warrants to the Company that there are no agreements or binding obligations enforceable against the Consultant which would be violated by its entering into this agreement or providing the services to be provided hereunder.
Representations and Warranties of the Consultant. (a) The Consultant represents and warrants to the Company that he is not acquiring the shares with a view to, or for resale in connection with, any distribution in violation of the Securities Act.
(b) The Consultant represents and warrants to the Company that..
(i) he is a natural person;
(ii) he shall provide bonafide services to the Company pursuant to this Agreement; and
(iii) the services to be provided pursuant to this Agreement are not in connection with the offer or sale of securities.
Representations and Warranties of the Consultant. In order to induce the Company to enter into this Agreement, the Consultant hereby makes the following unconditional representations and warranties: In connection with its execution of and performance under this Agreement, the Consultant has not taken and will not take any action that will cause it to become required to make any filings with or to register in any capacity with the Securities and Exchange Commission (the “SEC”), the FINRA, the securities commissioner or department of any state, or any other regulatory or governmental body or agency. Neither the Consultant nor any of its principals is subject to any sanction or restriction imposed by the SEC, the FINRA, any state securities commission or department, or any other regulatory or governmental body or agency, which would prohibit, limit or curtail the Consultant’s execution of this Agreement or the performance of its obligation hereunder. The Consultant’s purchase of shares pursuant to this Agreement is an investment made for its own account. The Consultant is permitted to provide consulting services to any corporation or entity engaged in a business identical or similar to the Company’s.
Representations and Warranties of the Consultant. The Consultant represents and warrants to the Company as follows (which representations and warranties shall survive the termination of this Agreement): (a) the Consultant has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (b) neither the execution nor the delivery or performance of this Agreement by the Consultant will violate or cause a breach of any applicable law, regulation, rule or ordinance or any agreement, document or instrument to which the Consultant is a party or may be bound or affected; (c) the Consultant will comply with all applicable laws, rules, regulations and ordinances in connection with the performance of services hereunder; and (d) none of the work provided by the Consultant hereunder will infringe any copyright, patent, trade secret or other proprietary or contractual right held by any third party.
Representations and Warranties of the Consultant. In order to induce the Company to enter into this Agreement, the Consultant hereby makes the following unconditional representations and warranties:
Representations and Warranties of the Consultant. In order to induce the Company to enter into said Agreement, the Consultant hereby makes the following unconditional representation and warranties: In connection with its execution of and performance under this Agreement, the Consultant has not taken and will not take any action that will cause it to become required to make any filings with or to register in any capacity with the Securities and Exchange (the “SEC”), the Financial Industry Regulatory Authority. (“FINRA”) formerly known as the National Association of Securities Dealers, Inc. (the “NASD”), the securities commissioner or department of state, or any other regulatory or governmental body or agency. The Consultant is not subject to any sanction or restriction imposed by the SEC, FINRA, any state securities commission or department, or any other regulatory or government body or agency that would prohibit, limit or curtail the Consultant execution of said Agreement or the performances of its obligation hereunder. The Consultant is NOT permitted to provide any consulting services or take a part time or full time position to any corporation or entity in a business competing directly or indirectly with the Company.
Representations and Warranties of the Consultant. Consultant hereby represents and warrants as of the date hereof each of the following: (
a) Consultant has the requisite power and authority to enter into this agreement and to carry out its obligations hereunder. The execution and delivery of this agreement by Consultant and the consummation by Consultant of the transactions contemplated hereby have been duly authorized by Consultant, and no other action on the part of the Consultant is necessary to authorize this agreement and such transaction.
Representations and Warranties of the Consultant. Consultant hereby warrants and represents to the company as follows:
A. He has the authority to enter into this Agreement and perform its obligations hereunder in the time and manner contemplated.
B. He has the requisite skill and experience to perform the services and to carry out and fulfill his duties hereunder.
C. The services to be provided by Consultant to the Company hereunder are not in connection with or related to the offer or sale of securities of the Company in a capital raising transaction nor directly or indirectly relating to the promotion or maintenance of a market for the Company’s securities.
D. Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares.
E. Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.
F. Consultant is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.
