Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
Representations by the Purchaser. The Purchaser makes the following representations and warranties to the Company:
Representations by the Purchaser. The Purchaser represents and warrants that:
Representations by the Purchaser. The Purchaser represents and warrants to the Acquired Company as follows:
Representations by the Purchaser. The Purchaser represents that it is its present intention to acquire the Notes and Warrants for its own account and that the Notes and Warrants are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that the disposition of the property of the Purchaser shall at all times be within its control. The acquisition by the Purchaser of the Notes and Warrants shall constitute a confirmation of this representation.
Representations by the Purchaser. The Purchaser represents and warrants to the Company as follows, which representations and warranties shall be true and correct in all material respects on the date of each closing of the purchase of the Shares:
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing: the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Purchaser; the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound; the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms; the Purchaser is not acquiring the Purchased Securities for the account or benefit of, directly or indirectly, any U.S. Person; the Purchaser is not a U.S. Person; the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement; the sale of the Purchased Securities to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser; the Purchaser is acquiring the Purchased Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Purchased Securities as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities; the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Purchased Securities; the Purchaser (i) is able to fend for him/her/i...
Representations by the Purchaser. 3 2.1. Representations by the Purchaser.................................................... 3
Representations by the Purchaser. As a material inducement to the Seller to enter into and perform its obligations pursuant to this Agreement, the Purchaser represents and warrants, as of the date hereof and the Closing Date, as follows:
Representations by the Purchaser. 2.1 The Purchaser recognizes that an investment in the Company is highly speculative and subject to a high degree of risk. The Purchaser understands that the Company is in need of immediate substantial additional financing in order to meet its business objectives. The Purchaser understands that if the Company is not able to obtain additional financing, the Company will not be able to conduct its operations and Purchaser will in all likelihood lose a substantial portion or all of the Purchaser's investment. The Purchaser acknowledges that the Company is in the development stage and has not conducted any significant operations to date or received any meaningful operating revenues and expects to incur operating losses for the foreseeable future. The Purchaser acknowledges that there is no assurance that the Company will ever achieve meaningful revenues or profitable operations. The Purchaser is aware of the problems, delays, expenses and difficulties encountered by an enterprise in the Company's stage of development, many of which may be beyond the Company's control. These include, but are not limited to, unanticipated problems relating to product development, testing, regulatory compliance, manufacturing costs, production and marketing problems, additional costs and expenses that may exceed current estimates and competition.
