Representations and Warranties of the Subscribers. Each Subscriber represents and warrants to the Company solely as to such Subscriber that:
Representations and Warranties of the Subscribers. Each Subscriber individually represents and warrants to the Company only as to such Subscriber 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 Sale 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 the Subscribers. Each Subscriber hereby, as to itself only and for no other Subscriber, represents and warrants as of the date hereof and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be made as of such date) to the Company as follows:
Representations and Warranties of the Subscribers. The Subscribers hereby represent and warrant to the Company (a) that they are acquiring the Subscription Shares purchased hereunder for their own account with the present intention of holding such shares for purposes of investment, and that they have no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities laws, (b) that they are not residents in the United States and are acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), (c) that they have such knowledge and experience in financial and business matters that the Subscribers are capable of evaluating the merits and risks of an investment in the Company, (d) that they are able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss of such investment, (e) that this Agreement has been duly executed and delivered by the Subscribers and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Subscribers, enforceable against the Subscribers in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (f) that the execution, delivery and performance of this Agreement by the Subscribers does not and will not violate or cause a breach of any of the terms, conditions or provisions of any material contract to which the Subscribers are subject, and (g) the Subscribers have available funds in excess of the Purchase Price to pay the Purchase Price in accordance with the terms of this Agreement, and upon request by the Company or Target, the Subscribers will produce evidence to the reasonable satisfaction of the Company or Target, as the case may be, that the Subscribers have available funds in excess of the Purchase Price to pay the same in accordance with the terms of this Agreement.
Representations and Warranties of the Subscribers. Each Subscriber represents and warrants to the Company, severally but not jointly, as of the date hereof and each applicable Closing Date, that:
Representations and Warranties of the Subscribers. Each Subscriber individually (but not on behalf of any other Subscriber) represents and warrants that:
4.1. Such Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Subscriber and is the legal, valid and binding obligation of such Subscriber, enforceable against it in accordance with the terms hereof.
4.2. Such Subscriber has been advised that the Subscription Securities have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Subscriber is aware that the Company is under no obligation to effect any such registration with respect to the Subscription Securities (except solely to the extent, if any, provided in the Stockholders Agreement) or to file for or comply with any exemption from registration. Such Subscriber is purchasing the Subscription Securities to be acquired by such Subscriber hereunder for its own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. Such Subscriber has such knowledge and experience in financial and business matters that such 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. Such Subscriber is an “accredited investor”, as that term is defined in Regulation D under the Securities Act.
Representations and Warranties of the Subscribers. Each of the Subscribers hereby, severally and not jointly, represents and warrants as to itself only, as follows:
Representations and Warranties of the Subscribers. Subscribers each acknowledge, represent, warrant and agree as follows:
Representations and Warranties of the Subscribers. As a material inducement to the Company to enter into this Agreement and to consummate the Subscription pursuant to the terms of this Agreement, each Subscriber, severally and not jointly, represents and warrants to the Company that:
Representations and Warranties of the Subscribers. The Subscribers hereby represent, warrant, and covenant as follows:
