REPRESENTATIONS BY SUBSCRIBER. The Subscriber understands and agrees that the Company is relying and may rely upon the following representations and warranties made by the Subscriber in entering into this Agreement:
2.1 The Subscriber recognizes that the acquisition of the Shares involves a high degree of risk and is suitable only for a subscriber of adequate financial means that has no need for liquidity in this investment in that (i) it may not be able to liquidate its investment in the event of emergency; (ii) transferability is extremely limited; and (iii) it could sustain a complete loss of its investment.
2.2 The Subscriber represents and warrants that the Shares are being acquired for its own account, for investment purposes and not with a view to any distribution within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Subscriber will not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose of any of the Shares unless (a) a registration statement under the Securities Act with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (b) the Company has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, mortgage, pledge, hypothecation, transfer or disposition does not require registration under the Securities Act. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares by the Subscriber out of its name only when its request for transfer is accompanied by an opinion of counsel satisfactory to the Company that the proposed transfer does not result in a violation of the Securities Act. The Subscriber agrees to be bound by any requirements of the Securities Act. The Subscriber agrees to hold the Company and its controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sale or distribution by the Subscriber in violation of any securities laws or any misrepresentation herein.
2.3 The Subscriber represents and warrants further that (a) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Shares; (b) it is able to bear the economic risks of an investment in the Shares, including, with...
REPRESENTATIONS BY SUBSCRIBER. The Subscriber hereby makes the following representations, which are hereby acknowledged by the Issuer:
REPRESENTATIONS BY SUBSCRIBER. Each Subscriber hereby severally, and not jointly, represents and warrants to the Company that each such Subscriber’s representations in the Subscription Agreement, in the form attached as Exhibit A to the Memorandum, entered into in connection with this Agreement are true and correct as of the date hereof.
REPRESENTATIONS BY SUBSCRIBER. The Subscriber agrees, represents and warrants to the Company and the Placement Agent, severally and solely with respect to itself and its purchase hereunder and not with respect to any of the other Subscribers, that:
REPRESENTATIONS BY SUBSCRIBER. Subscriber understands and agrees that the Company is relying and may rely upon the following representations, warranties, and agreements made by Subscriber in entering into this Agreement:
2.1 Subscriber recognizes that the investment in the Securities involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment, in that (a) it may not be possible to liquidate the investment in the event of emergency; (b) transferability is extremely limited; and (c) in the event of a disposition, a complete loss of investment could occur.
2.2 Subscriber acknowledges that he (a) is competent to understand and does understand the nature of the investment, and (b) is able to bear the economic risk of the investment.
2.3 Subscriber represents that he is an accredited investor as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”).
2.4 Subscriber acknowledges that he has significant prior investment experience, including investment in nonlisted and nonregistered securities, and that he has read all of the documents furnished or made available by the Company to evaluate the merits and risks of the investment, recognizes the highly speculative nature of this investment, and is able to bear the economic risk hereby assumed.
REPRESENTATIONS BY SUBSCRIBER. Subscriber makes the following representations and warranties:
(a) Subscriber has received a copy of the private placement memorandum in connection with the sale of Common Stock hereunder and has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Issuer to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in the Shares has been in any way inconsistent with other documentary information provided.
(b) The Shares are being purchased for Subscriber's own account for long-term investment and not with a view to immediately resell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. Subscriber has such knowledge and experience in financial and business matters that will enable him or her to utilize the information made available in connection with the purchase of the Shares to evaluate the merits and risks of participation and to make an informed investment decision.
(d) Subscriber acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the any applicable blue sky laws, in reliance, in part, on the representations, warranties and agreements made herein.
(e) Subscriber represents, warrants and agrees that the Company and the officers of the Issuer are under no obligation to register or qualify the participation in the Shares under the Securities Act of 1933, as amended or under any state securities law, or to assist the Subscriber in complying with any exemption from registration and qualification.
(f) Subscriber represents that he or she meets the criteria for participation because (i) he or she has a preexisting personal or business relationship with the Issuer or one or more of its partners, officers, directors or controlling persons or (ii) by reason of business or financial experience, or by reason of the business or financial experience of Subscriber's financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Issuer or any affiliate or selling agent of the Issuer, Subscriber is capable of evaluating the risk and merits of an investment in the Shares and of protecting his or her own interests; AND
(i) Subscriber has a minimum net worth in excess of $1,00...
REPRESENTATIONS BY SUBSCRIBER. 2.1. The Subscriber understands and agrees that the Company is relying upon the following representations, warranties, and agreements made by the Subscriber in entering into this Agreement.
REPRESENTATIONS BY SUBSCRIBER. 3.1 The Subscriber represents that the Subscriber is not a U.S. Person (as defined below), and that the Subscriber is able to bear the economic risk of an investment in the Shares. For purposes hereof, the term "U.S. Person" means (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. Person principally for the purposes of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Regulation D under the 0000 Xxx) who are not natural persons, estates or trusts.
REPRESENTATIONS BY SUBSCRIBER. The Subscriber hereby represents and warrants to the Company that its representations in the Subscription Agreement and Canadian Accredited Investor Certificate entered into in connection with this Agreement are true and correct as of the date hereof.
REPRESENTATIONS BY SUBSCRIBER. You represent and warrant to Futuredontics that (i) you possess all right, power and authority to execute this Agreement and perform your obligations hereunder, (ii) the transactions hereunder will not result in a breach or violation of, or a default under, any agreement by which you are bound, and (iii) you will not engage in any of the following activities, and will make commercially reasonable efforts to ensure that your affiliates also will not: violate any law (including but not limited to the Federal Trade Commission Act, CAN-SPAM Act of 2003 or any applicable rules or regulations of the Federal Trade Commission); or engage in activities that: (a) give rise to criminal or civil liability or infringe any copyright, patent, trademark or service xxxx, trade secret rights or any other personal, moral, contract, property or privacy right of any third party; (b) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct; or (c) encourage conduct that would constitute unlawful conduct or offensive conduct.
