Representations and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:
Representations and Warranties of the Holder. The Holder represents and warrants as of the date hereof and as of the closing to the Company as follows:
Representations and Warranties of the Holder. The Holder represents and warrants to the Company as follows:
Representations and Warranties of the Holder. The Holder hereby makes the representations and warranties set forth below to the Company that as of the date of its execution of this Agreement.
Representations and Warranties of the Holder. (a) The Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.
(b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby.
(c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
(d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws.
(e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected o...
Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that:
(a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;
(b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement;
(c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement;
(d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters;
(e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing;
(f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;
(g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units ...
Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."
Representations and Warranties of the Holder. The Employee hereby represents and warrants to the Corporation that in the event the Employee acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Employee understands that except as set forth in Section 6 hereof, the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 (2) thereof and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is except from registration.
Representations and Warranties of the Holder. The Holder hereby represents, warrants and covenants that:
Representations and Warranties of the Holder. The Holder hereby makes the following representations and warranties, each of which is true and correct on the date hereof and the Closing Date and shall survive the Closing Date and the transactions contemplated hereby to the extent set forth herein.
