Representations and Warranties of the Noteholders. Each Noteholder hereby, severally and not jointly, represents and warrants to the Company as of the date hereof as follows:
Representations and Warranties of the Noteholders. Each Noteholder, severally and only with respect to itself, represents and warrants to the Company as follows:
(a) Such Noteholder is acquiring the Preferred Stock to be purchased by it or him and, should such Noteholder acquire other capital stock of the Company issuable upon conversion of any Preferred Stock, it or he will acquire such other capital stock, for its or his own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same.
(b) Such Noteholder understands that the Preferred Stock has not been, and any other capital stock of the Company issuable upon conversion of any Preferred Stock, will not be, registered under the Act, by reason of its issuance in a transaction exempt from the registration requirements of the Act, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Act or is exempt from registration.
(c) Such Noteholder is an "accredited investor," as defined in Rule 501 (the provisions of which are known to such Noteholder) promulgated under the Act and has been advised by individuals with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Company, has the ability to bear the economic risks of its investment for an indefinite period of time, has been furnished with and has had access to such information as reasonably requested and has had the opportunity to ask, and has received satisfactory answers for, questions of the Company.
(d) Such Noteholder has all requisite power and authority to enter into this Agreement, to perform its or his obligations hereunder, and to consummate the transactions contemplated hereby. Such Noteholder has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company.
(e) Such Noteholder has taken all requisite corporate, partnership or other action necessary to authorize its or his execution and delivery of this Agreement, its or his performance of its or his obligations hereunder, and its or his consummation of the transactions contemplated hereby. This Agreement has been executed and delivered by an officer or duly authorized representative of each Noteholder in accordance with such authorization. This Agreement constitutes valid and binding obligations of such Noteholder, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganiza...
Representations and Warranties of the Noteholders. Each of the Noteholders hereby represents and warrants as to itself that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or partnership action on the part of such Noteholder.
Representations and Warranties of the Noteholders. Each Noteholder, severally and not jointly, nor jointly and severally, represents and warrants to the Company as follows:
Representations and Warranties of the Noteholders. Each Noteholder, severally with respect to itself and its Represented Accounts (if any) and not jointly with other Noteholders, hereby represents and warrants to the Company that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date:
Representations and Warranties of the Noteholders. Each Noteholder severally and not jointly, with respect to only itself hereby represents and warrants to the Company that it:
(i) owns beneficially and exclusively of record and has good, valid and marketable title to such Noteholder’s Note(s) free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note(s);
(ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act;
(iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; and
(iv) understands that it is a Qualified Institutional Buyer as defined in Rule 144A under the Securities Act; it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof in violation of any securities laws.
Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby represents and warrants, which representations and warranties shall survive the closing, that:
Representations and Warranties of the Noteholders. Each Noteholder represents and warrants to the Company as follows:
Representations and Warranties of the Noteholders. 13 Section 3.1 Private Placement....................................................................13 Section 3.2 Transferees Bound....................................................................13
Representations and Warranties of the Noteholders. Each Noteholder hereby represents and warrants, severally and not jointly, to the Company as follows:
(a) This Agreement has been duly and validly authorized, executed and delivered by such Noteholder and constitutes the legal, valid and binding agreement of such Noteholder, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity; such Noteholder has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) Such Noteholder has good and valid title to the Original Note set forth opposite such Noteholder’s name on EXHIBIT A hereto and owns and holds the entire right, title and interest in and to the Original Note, free and clear of any liens, claims or encumbrances (other than those arising as a result of this Agreement) and such Original Note is not subject to any contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the disposition of such Original Note.
(c) Such Noteholder understands that such Noteholder’s Amended Note and Note Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Noteholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Noteholder set forth herein in order to determine the availability of such exemptions and the eligibility of such Noteholder to complete the offer and sale of such Noteholder’s Amended Note and Note Shares in accordance with this Agreement.
(d) Such Noteholder understands that the certificates representing the Restricted Note Shares will bear the legend set forth in Section 6 hereof and understands that the Restricted Note Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available.
(e) Such Noteholder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to offer and sale of such Noteholder’s Amended Note and Note Shares in accordance with this Agreement which have been req...
