Representations as to Private Offering Sample Clauses

Representations as to Private Offering. The Consideration -------------------------------------- Stock is being delivered to the Company in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to deliver the Consideration Stock, each Seller represents and warrants as follows: (a) The Company is Delaware limited liability company and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents and warrants that the Consideration Stock is being acquired for its own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration Stock, or any portion thereof, to any other person. (c) Each Seller represents and warrants that, in determining to acquire the Consideration Stock, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial advisers or purchaser representatives, and has, during the course of discussions concerning its acquisition of the Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser and its business and affairs as each Seller has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (d) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they can bear the economic risk of the Company's acquisition of the Consideration Stock, including the total loss of the investment. (e) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock will be reasonable in relation to their net worth and current needs. (f) The Sellers understand that no federal or state agency has approved or disapproved the Consideration Stock or made any finding or determination as to the fairness of the Consideration Stock for invest...

AutoNDA by SimpleDocs

Representations as to Private Offering. The EESI Stock is -------------------------------------- being delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence in New York. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESI. (c) The Sellers represent and warrant that the EESI Stock is being acquired for their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of EESI Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI Stock, including the total loss of their investment. (f) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the...

Representations as to Private Offering. The MSI Stock is being -------------------------------------- delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the MSI Stock, Sellers represent and warrant as follows: 9.6.1 Sellers represent and warrant that they are residents of New Jersey and are accredited investors, as that term is defined in Regulation D under the Act. 9.6.2 Sellers acknowledge that they have received a copy of the Public Reports. 9.6.3 Sellers represent and warrant that the MSI Stock is being acquired for their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of MSI Stock, or any portion thereof, to any other person. 9.6.4 The Sellers represent and warrant that, in determining to acquire the MSI Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the MSI Stock, been offered the opportunity to ask such questions and inspect such documents concerning MSI and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied.

Representations as to Private Offering. The EESI Stock is -------------------------------------- being delivered to the Seller in a private placement under Section 4(2) of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Stock, the Seller represents and warrants as follows: (a) The Seller represents and warrants that it is domiciled in Texas and is an "Accredited Investor," as that term is defined in Regulation D under the Act. (b) The Seller acknowledges that it has received a copy of the Public Reports.

Related to Representations as to Private Offering

Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.
Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.
Representations and Warranties of the Dealer Manager The Dealer Manager represents and warrants to the Company during the term of this Agreement that:
Representations and Warranties of the Underwriter The Underwriter represents and warrants to, and agrees with, the Company:
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that: 2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD. 2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.
Representation Rights The Association shall have the right to meet and confer in good faith with the County regarding wages, hours, and other terms and conditions of employment for representation Unit 30, within the scope of representation. The scope of representation shall include all matters relating to employment conditions and employer-employee relations, including but not limited to wages, hours and other terms and conditions of employment.
Representations and Warranties of the Underwriters The Representatives, on behalf of the several Underwriters, represent and warrant to the Company that the information set forth (a) on the cover page of the Prospectus with respect to price, underwriting discount and terms of the offering and (b) under "Underwriting" in the Prospectus was furnished to the Company by and on behalf of the Underwriters for use in connection with the preparation of the Registration Statement and is correct and complete in all material respects.
Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.
Representations and Warranties of Contractor Contractor represents and warrants to Company the following: