Representations and Warranties of the Warrant Holder. The Warrant Holder represents and warrants to the Company that, on the date hereof and on any date the Warrant Holder exercises the Class A Warrant, either in whole or in part, pursuant to the terms of this Class A Warrant Agreement: A. The Warrant Holder understands that, at the date of this Class A Warrant Agreement, the Class A Warrants and the Warrant Shares have not been registered under the Act and acknowledges that the Class A Warrants and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration becomes available. B. The Warrant Holder is acquiring the Class A Warrants for the Warrant Holder's own account for investment and not with a view to, or for sale in connection with, any distribution thereof. The Warrant Holder understands that the Class A Warrants and the Warrant Shares are being offered and sold to the Warrant Holder i n reliance on an exemption from the registration requirements of United States federal and state securities laws under Section 4(2) under the Act and Regulation S promulgated by the SEC under the Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Warrant Holder set forth herein in order for the Company to reasonably determine the applicability and availability of such exemptions and the suitability of the Warrant Holder to acquire the Class A
Appears in 21 contracts
Samples: Subscription Agreement, Subscription and Investor's Representation Agreement (KinerjaPay Corp.), Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Representations and Warranties of the Warrant Holder. The Warrant Holder represents and warrants to the Company that, on the date hereof and on any date the Warrant Holder exercises the Class A Warrant, either in whole or in part, pursuant to the terms of this Class A Warrant Agreement:
A. The Warrant Holder understands that, at the date of this Class A Warrant Agreement, the Class A Warrants and the Warrant Shares have not been registered under the Act and acknowledges that the Class A Warrants and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration becomes available.
B. The Warrant Holder is acquiring the Class A Warrants for the Warrant Holder's own account for investment and not with a view to, or for sale in connection with, any distribution thereof. .
C. The Warrant Holder understands that the Class A Warrants and the Warrant Shares are being offered and sold to the Warrant Holder i n in reliance on an exemption from the registration requirements of United States federal and state securities laws under Section 4(2) under the Act and Regulation S D promulgated by the SEC under the Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Warrant Holder set forth herein in order for the Company to reasonably determine the applicability and availability of such exemptions and the suitability of the Warrant Holder to acquire the Class A
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Representations and Warranties of the Warrant Holder. The Warrant Holder represents and warrants to the Company that, on the date hereof and on any date the as follows:
(a) The Warrant Holder exercises is not an "investment company" or a company "controlled" by an "investment company" within the Class A Warrantmeaning of the Investment Company Act of 1940, either as amended, or an "investment advisor" within the meaning of the Investment Advisers Act of 1940, as amended.
(b) The Warrant Holder has read, reviewed and understands the information, and any permitted subsequent Warrant Holder will have read, reviewed and understood the information contained in whole or the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on April 2, 2001 and the information contained in part, all subsequent filings made by the Company with the Commission pursuant to the terms Securities Act and the Exchange Act.
(c) The Warrant Holder is an "Accredited Investor" within the meaning of this Class A Warrant Agreement:
A. Rule 501 of Regulation D under the Securities Act. The Warrant Holder understands that, at the date of that this Class A Warrant Agreement, the Class A Warrants and the Warrant Shares have not been registered under the Act and acknowledges is an investment that the Class A Warrants and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration becomes available.
B. is speculative in nature. The Warrant Holder is acquiring the Class A Warrants for the Warrant Holder's own account for experienced in investment and not business matters, understands fully the nature of the risk involved in its investment in this Warrant and any shares of Common Stock which it may receive upon exercise hereof and understands that it may lose all of its investment in this Warrant.
(d) The Warrant Holder has sought such accounting, legal and tax advice as it considers necessary to make an informed investment decision with a view to, or for sale in connection with, any distribution respect to this Warrant and the shares of Common Stock which it may receive upon exercise thereof. The Warrant Holder understands that the Class A Warrants and the Warrant Shares are being offered and sold there can be no assurance as to the federal or state tax result of an investment in this Warrant or any upon exercise thereof.
(e) The Warrant Holder i n reliance on an exemption from is acquiring this Warrant and any shares of Common Stock which it may receive upon exercise thereof for its own account and not with a view to the registration requirements resale or distribution of United States federal and state all or any part thereof in violation of applicable securities laws under Section 4(2) under the Act and Regulation S promulgated by the SEC under the Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Warrant Holder set forth herein in order for the Company to reasonably determine the applicability and availability of such exemptions and the suitability of the Warrant Holder to acquire the Class Alaws.
Appears in 1 contract
Samples: Warrant Agreement (Weatherford International Inc /New/)
Representations and Warranties of the Warrant Holder. The Warrant Holder represents and warrants to the Company that, on the date hereof and on any date the Weatherford as follows:
(a) The Warrant Holder exercises is not an “investment company” or a company “controlled” by an “investment company” within the Class A Warrantmeaning of the Investment Company Act of 1940, either as amended, or an “investment advisor” within the meaning of the Investment Advisers Act of 1940, as amended.
(b) The Warrant Holder has read, reviewed and understands the information, and any permitted subsequent Warrant Holder will have read, reviewed and understood the information contained in whole or Wxxxxxxxxxx’x Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Commission on March 10, 2006 and the information contained in part, all subsequent filings made by Weatherford with the Commission pursuant to the terms Securities Act or the Exchange Act.
(c) The Warrant Holder is an “Accredited Investor” within the meaning of this Class A Warrant Agreement:
A. Rule 501 of Regulation D under the Securities Act. The Warrant Holder understands that, at the date of that this Class A Warrant Agreement, the Class A Warrants and the Warrant Shares have not been registered under the Act and acknowledges is an investment that the Class A Warrants and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration becomes available.
B. is speculative in nature. The Warrant Holder is acquiring the Class A Warrants for the Warrant Holder's own account for experienced in investment and not business matters, understands fully the nature of the risk involved in its investment in this Warrant and any Common Shares which it may receive upon exercise hereof and understands that it may lose all of its investment in this Warrant.
(d) The Warrant Holder has sought such accounting, legal and tax advice as it considers necessary to make an informed investment decision with a view to, or for sale in connection with, any distribution respect to this Warrant and the Common Shares which it may receive upon exercise thereof. The Warrant Holder understands that the Class A Warrants and the Warrant Shares are being offered and sold there can be no assurance as to the federal or state tax result of an investment in this Warrant or any upon exercise thereof.
(e) The Warrant Holder i n reliance on an exemption from is acquiring this Warrant and any Common Shares which it may receive upon exercise thereof not with a view to the registration requirements resale or distribution of United States federal and state all or any part thereof other than in compliance with applicable securities laws under Section 4(2) under the Act and Regulation S promulgated by the SEC under the Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Warrant Holder set forth herein in order for the Company to reasonably determine the applicability and availability of such exemptions and the suitability of the Warrant Holder to acquire the Class Alaws.
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