Representations by the Purchasers. Each of the Purchasers (severally and not jointly) represents and warrants to the Company as follows:
Representations by the Purchasers. Purchaser and each Additional Purchaser severally represents to the Company that he (it) is purchasing his (its) Shares for his (its) own account for investment and with no present intention of distributing or reselling his (its) Shares or any part thereof in violation of any applicable law, subject, nevertheless, to any requirement of law that the disposition of his (its) property shall at all times be and remain within his (its) control. Purchaser and each Additional Purchaser is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Securities Act. Purchaser and each Additional Purchaser has been provided with a complete copy of the PPM and has reviewed the PPM and has had the opportunity to consult with his or its financial advisor to the extent necessary to make an informed investment decision. Purchaser and each Additional Purchaser has been provided with or been given complete access to all of the financial and other information requested by such Purchaser or Additional Purchaser or deemed by such Purchaser or such Additional Purchaser to be necessary or material for such person to make an analysis and decision concerning the investment contemplated by this Agreement. Purchaser and each Additional Purchaser has substantial experience in investing and acknowledges that he (it) is able to bear the economic risk of an investment in the Securities and has such knowledge and experience in financial or business matters that he (it) is capable of evaluating the merits and risks of the investment in the Securities (hereinafter defined). Purchaser and each Additional Purchaser hereby acknowledges (i) that neither his (its) Shares nor the Series A Conversion Shares nor Series B Conversion Shares issuable upon conversion of his (its) Shares (Series A Conversion Shares and Series B Conversion Shares together with the Shares are collectively referred to herein as the "Securities") have been registered under the provisions of the Securities Act, and must be held indefinitely unless they are subsequently registered thereunder or an exemption from such registration is available; (ii) that any sale of the Securities made in reliance upon Rule 144 or Rule 144A can be made only in accordance with the terms and conditions of such Rules and, further, that if such Rules are not applicable, any resale of the Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that...
Representations by the Purchasers. All representations and warranties of the Purchasers in this Section 2.04 are made severally and not jointly as follows:
(a) Each Purchaser represents that it is acquiring the Purchased Shares and any Conversion Shares for its own account and 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 each Purchaser shall at all times be within its control, subject to applicable law and contractual restrictions. Each Purchaser which is not an individual further represents and warrants that it was not organized for the specific purpose of acquiring the Purchased Shares. Each Purchaser further represents and warrants that such Purchaser is (or, in the case of a partnership, it and all of its partners are) an "accredited investor" for purposes of the Securities Act (unless otherwise indicated on Exhibit 2.01A hereto) and Regulation D thereunder and warrants that it has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment to be made hereunder, and that such Purchaser is financially able to undertake the risks involved in such an investment. Each Purchaser further acknowledges that it has had a full opportunity to request from the Company and to review and has received all information which it deems relevant in making an informed and knowledgeable decision to purchase the Purchased Shares being purchased by it hereunder. Each Purchaser understands and agrees that (i) the Purchased Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) or Regulation D promulgated thereunder, (ii) the Purchased Shares and the Conversion Shares must be held indefinitely unless a registration statement covering such shares is effective under the Securities Act or unless an exception from registration under such Act is available, (iii) the Purchased Shares and the Conversion Shares will bear a legend to that effect and (iv) the Company will make a notation on its transfer books to such effect. Each Purchaser not an Accredited Investor makes the representations in this Section 2.04 except as to his status as an Accredited Investor.
(b) The principal office or residence of each Purchaser, and the place at which the decision to participate in...
Representations by the Purchasers. 1 (a) Experience . . . . . . . . . . . . . . . . . . . . 1 (b) Investment . . . . . . . . . . . . . . . . . . . . 2 (c) Rule 144 . . . . . . . . . . . . . . . . . . . . . 2 (d) Authorization. . . . . . . . . . . . . . . . . . . 2 (e) Access; Reports. . . . . . . . . . . . . . . . . . 2
Representations by the Purchasers. Each Purchaser severally represents that:
(a) EXPERIENCE. Such Purchaser has substantial experience in evaluating and investing in private placement transactions so that such Purchaser is capable of evaluating the merits and risks of an investment in the Company and has the capacity to protect its own interests in connection with the purchase of the Purchased Shares. Such Purchaser understands that the investment to be made in connection with the acquisition of the Purchased Shares is speculative and involves significant risk. Such Purchaser has the ability to bear the economic risk of this investment.
Representations by the Purchasers. Each Purchaser represents that it --------------------------------- is its present intention to acquire the Notes and Warrants being acquired by it for its own account and that the Notes and Warrants being acquired by it are being and will be acquired by it 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 each Purchaser shall at all times be within its control. The acquisition by each Purchaser of the Notes and Warrants being acquired by it shall constitute a confirmation of this representation.
Representations by the Purchasers. All representations and warranties of the Purchasers in this Section 2.04 are made severally and not jointly as follows:
Representations by the Purchasers. The Purchasers represent, severally and not jointly, that it is each Purchaser’s present intention to acquire the Notes for their own account and that the Notes 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 Notes or shares underlying the Notes shall at all times be within each Purchaser’s control.
Representations by the Purchasers. The Purchasers, jointly and severally, represent and warrant, on and as of the date of this Agreement, that:
Representations by the Purchasers. 39 12A. ORGANIZATION, AUTHORIZATION, ETC . . . . . . . . . . . . . . . 39 12B.
