Representations by the Undersigned. The undersigned represents and warrants as follows: a. The undersigned has carefully reviewed and understood this Subscription Agreement, the Company's most recent report filed with the Securities and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30, 2002, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only relying on the financial information of the Company as contained in the Form 10-QSB for the nine months ended September 30, 2002 (collectively, the above documents are referred to as the "Subscription Documents"); b. The undersigned is purchasing the Shares based solely on the Subscription Documents; c. The undersigned recognizes that the Shares have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the Subscription Documents or the fairness of the terms of the offering; d. The undersigned is acquiring the Shares for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his or her sale or distribution of the Shares. No one other than the undersigned has any beneficial interest in said securities; e. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale of the securities purchased hereby under the Act or under any state securities laws; f. The undersigned represents it is an Accredited Investor as defined in Regulation D promulgated under the Act. g. The undersigned recognizes that the total amount of funds tendered to purchase the Shares is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the purchase of Shares as an investment involves risks; h. The undersigned realizes that the Shares cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore the Shares must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies; i. The undersigned understands that there are substantial restrictions on the transferability of the Shares, and that any certificate or other document evidencing the Shares will have substantially the following restrictive legend thereon: "The securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended ("Act") or the securities laws of any state. Such securities may not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws of any state." j. The undersigned has not become aware of the offering of Shares by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.
Appears in 2 contracts
Samples: Surgicare Agreement (American International Industries Inc), Purchase Agreement (Surgicare Inc/De)
Representations by the Undersigned. The undersigned represents and warrants as follows:
a. The undersigned has carefully reviewed and understood this Subscription Agreement, the Company's most recent report filed with the Securities and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30, 2002, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only relying on the financial information of the Company as contained in the Form 10-QSB for the nine months ended September 30, 2002 (collectively, the above documents are referred to as the "Subscription Documents");
b. The undersigned is purchasing the Shares based solely on the Subscription Documentswithout being furnished any offering literature or prospectus;
c. b. The undersigned recognizes that the Shares of Common Stock have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the Subscription Documents or the fairness of the terms of the offering; the undersigned may not sell the Shares without registering them under the Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;
d. c. The undersigned is acquiring the Shares for his, her or its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he, she or it does not presently have any reason to anticipate any change in his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his him, her or her it sale or distribution of the Shares. No one other than the undersigned has any beneficial interest in said securities;
e. d. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale as follows: _____ (i) I am an Accredited Investor because I meet one of the securities purchased hereby following items: is a natural person who has an individual net worth, or joint net worth with that person's spouse of more than $1,000,000; or
is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or is a bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; or any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or is an insurance company as defined in Section 2(13) of the 1933 Act; or is an investment company registered under the Investment Company Act of 1940; or a business development company as defined in Section 2(a)(48) of that act; or is a Small Business Investment Company licensed by the U. S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a "plan fiduciary" (as defined in Section 3(21) of such act) which is either a bank, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directive plan, its investment decisions are made solely by persons that are accredited investors; or is a "private business development company" as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or any state securities laws;
f. The undersigned represents it trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares of Common Stock, whose purchase is directed by a sophisticated person as defined in the rules and regulations of the 1933 Act; or is an entity in which all of the equity owners fall within one of the categories set forth above; or is otherwise an Accredited Investor as defined in Section 501 of Regulation D promulgated under the Act.
g. The undersigned recognizes that the total amount of funds tendered to purchase the Shares is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the purchase of Shares as an investment involves risks;
h. The undersigned realizes that the Shares cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore the Shares must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies;
i. The undersigned understands that there are substantial restrictions on the transferability of the Shares, and that any certificate or other document evidencing the Shares will have substantially the following restrictive legend thereon: "The securities represented adopted by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended and Exchange Commission. _____ ("Act"ii) or the securities laws of any state. Such securities may I am not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws of any stateAccredited Investor."
j. The undersigned has not become aware of the offering of Shares by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.
Appears in 1 contract
Samples: Subscription Agreement (Acies Corp)
Representations by the Undersigned. The undersigned represents and warrants as follows:
a. The undersigned has carefully reviewed and understood this Subscription Agreement, the Company's most recent report filed with the Securities and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30, 2002, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only relying on the financial information of the Company as contained in the Form 10-QSB for the nine months ended September 30, 2002 (collectively, the above documents are referred to as the "Subscription Documents");
b. The undersigned is purchasing the Shares based solely on the Subscription Documents;
c. The undersigned recognizes that the Shares have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the Subscription Documents or the fairness of the terms of the offering;
; d. The undersigned is acquiring the Shares for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his or her sale or distribution of the Shares. No one other than the undersigned has any beneficial interest in said securities;
e. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale of the securities purchased hereby under the Act or under any state securities laws;
f. The undersigned represents it is an Accredited Investor as defined in Regulation D promulgated under the Act.
g. The undersigned recognizes that the total amount of funds tendered to purchase the Shares is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the purchase of Shares as an investment involves risks;
h. The undersigned realizes that the Shares cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore the Shares must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies;
i. The undersigned understands that there are substantial restrictions on the transferability of the Shares, and that any certificate or other document evidencing the Shares will have substantially the following restrictive legend thereon: "The securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended ("Act") or the securities laws of any state. Such securities may not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws of any state."
j. The undersigned has not become aware of the offering of Shares by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.
Appears in 1 contract
Samples: Surgicare Agreement (American International Industries Inc)
Representations by the Undersigned. The undersigned represents and ----------------------------------- warrants as follows:
a. The undersigned has carefully reviewed and understood this Subscription Agreement, the Company's most recent report filed with the Securities and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30, 2002, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only relying on the financial information of the Company as contained in the Form 10-QSB for the nine months ended September 30, 2002 (collectively, the above documents are referred to as the "Subscription Documents");
b. The undersigned is purchasing the Shares based solely on the Subscription Documentswithout being furnished any offering literature or prospectus;
c. b. The undersigned recognizes that the Shares of Common Stock have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the Subscription Documents or the fairness of the terms of the offering; the undersigned may not sell the Shares without registering them under the Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;
d. c. The undersigned is acquiring the Shares for its his own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it he does not presently have any reason to anticipate any change in its his circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his or her sale or distribution of the Shares. No one other than the undersigned has any beneficial interest in said securities;
e. d. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale as follows: _____ (i) I am an Accredited Investor because I meet one of the securities purchased hereby following items: is a natural person who has an individual net worth, or joint net worth with that person's spouse of more than $1,000,000; or is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or is a bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; or any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or is an insurance company as defined in Section 2(13) of the 1933 Act; or is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; or development company as defined in Section 2(a)(48) of that act; or
is a Small Business Investment Company licensed by the U. S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the invest-ment decision is made by a "plan fiduciary" (as defined in Section 3(21) of such act) which is either a bank, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directive plan, its investment decisions are made solely by persons that are accredited investors; or is a "private business development company" as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or any state securities laws;
f. The undersigned represents it trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares of Common Stock, whose purchase is directed by a sophisticated person as defined in the rules and regulations of the 1933 Act; or is an entity in which all of the equity owners fall within one of the categories set forth above in (1) through (11); or is otherwise an Accredited Investor as defined in Section 501 of Regulation D promulgated under the Act.
g. The undersigned recognizes that the total amount of funds tendered to purchase the Shares is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the purchase of Shares as an investment involves risks;
h. The undersigned realizes that the Shares cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore the Shares must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies;
i. The undersigned understands that there are substantial restrictions on the transferability of the Shares, and that any certificate or other document evidencing the Shares will have substantially the following restrictive legend thereon: "The securities represented adopted by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended ("Act") or the securities laws of any state. Such securities may not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws of any stateand Exchange Commission."
j. The undersigned has not become aware of the offering of Shares by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.
Appears in 1 contract
Representations by the Undersigned. The undersigned Undersigned represents and warrants as follows:
a. The undersigned has carefully reviewed and understood this Subscription Agreement, is purchasing the Company's most recent report filed with the Securities and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30, 2002, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only relying on the financial information of the Company as contained in the Form 10-QSB for the nine months ended September 30, 2002 (collectively, the above documents are referred to as the "Subscription Documents")shares without being furnished any offering literature or prospectus;
b. The undersigned is purchasing the Shares based solely on the Subscription Documents;
c. The undersigned recognizes that the Shares shares of Common Stock have not been registered under the Securities Act of 1933, as amended ("“Act"” or “1933 Act”), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the Subscription Documents or the fairness of the terms of the offering; the undersigned may not sell the Shares without registering them under the Act and any applicable state securities laws unless exemption from such registration requirements are available with respect to any such sale;
d. c. The undersigned is acquiring the Shares for his, her or its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he, she or it does not presently have any reason to anticipate any change in his, hers or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his him, her or her it sale or distribution of the Shares. No one other than the undersigned has any beneficial interest in said securities;
e. d. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale as follows: x (i) I am an Accredited Investor because I meet on of the securities purchased hereby following items: x is a natural person who has an individual net worth, or joint net worth that person’s spouse of more than $1,000,000; or x is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation for reaching the same income level in the current year; or ¨ is a bank as defined in Section 3(a) (2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; or ¨ any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or ¨ is an insurance company as defined un Section2 (13) of the 1933 Act; or ¨ is an investment company registered under the Investment Company Act of 1940; or ¨ a business development company as defined in Section 2(a)(48) of that act; or ¨ a development company as defined in Section 2(a)(48) of that act; or ¨ is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or ¨ is an employee benefit plan within the meaning of Title I of the Employee Retirement Income security Act of 1974, if the investment decision is made by a “plan fiduciary” (as defined in Section 3(21) of such act) which is either a bank, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directive plan, its investment decisions are made solely by persons that are accredited investors; or ¨ is a “private business development company” as defined in Section 202 (a)(22) of the Investment Advisors Act of 1940; or ¨ is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $ 5,000,000; or ¨ any state securities laws;
f. The undersigned represents it trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares of Common Stock, whose purchase is directed by a sophisticated person as defined in the rules and regulations of the 1933 Act; or ¨ is otherwise an Accredited Investor as defined in Section 501 of Regulation D promulgated under as adopted by the ActSecurities and Exchange Commission. ¨ (ii) I am not an Accredited Investor. ¨ (iii) I reside outside of the United States.
g. e. The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Shares and making an informed investment decision, and does not require a purchaser representative in evaluating the merits and risks of an investment in the Shares;
f. The undersigned recognizes that the investment herein is a speculative venture and that the total amount of funds tendered to purchase the Shares Shared is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the purchase of Shares as an investment involves special risks;
h. g. The undersigned realizes that the Shares Common Stock cannot readily be sold, that it may not sold as they will be possible to sell or dispose of the Shares restricted securities and therefore the Shares must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies;
h. The undersigned confirms and represents that he, she or it is able (i) to bear the economic risk of his, her or its investment, (ii) to hold the Shares for an indefinite period of time, and (iii) to afford a complete loss of his, her or its investment. The undersigned also represents that he, she or it has (i) adequate means of providing for his, her or its current needs and possible personal contingencies, and (ii) has no need for liquidity in this particular investment;
i. The undersigned understands that there are substantial the ability to transfer the Shares will be restricted which includes restrictions on against transfers unless the transferability transfer is effected in compliance with the 1933 Act and applicable state securities laws (including investment suitability standards); that the Company will consent to a transfer of the Shares only if the transferee represents that such transferee meets the suitability standards required of an initial subscriber and that the Company has the right, in its sole discretion, to refuse to consent to the transfer of the Shares;
j. All information which the undersigned has provided to the Company concerning the undersigned’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement by the Company, the undersigned will immediately provide Company with such information;
k. The undersigned has carefully considered and has, to the extent he, she or it believes such discussion necessary, discussed with his, her or its professional, legal, tax and financial advisors, the suitability of an investment in the Shares for his, her or its particular tax and financial situation, and that any certificate the undersigned and his, her or other document evidencing its advisers, if such advisors were deemed necessary, have determined that the Shares will have substantially the following restrictive legend thereon: "The securities represented by this certificate have been acquired are a suitable investment for investment and have not been registered under the Securities Act of 1933him, as amended ("Act") her or the securities laws of any state. Such securities may not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws of any state."it;
j. l. The undersigned has not become aware of the this offering of and has not been offered Shares by any form of general solicitation or advertising, including, including but not limited to to, advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio broadcast or any seminar or meeting where where, to the undersigned’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertisingadvertisement;
m. The undersigned is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and Acknowledgement of Investment.
n. The undersigned understands and acknowledges that he, she or it does not have the right to require registration of the resale of the Common Stock under the Act or under any state securities laws.
Appears in 1 contract
Representations by the Undersigned. The undersigned represents and warrants as follows:
a. The Memorandum relating to the offering of the Units has been received and carefully read and the undersigned has carefully reviewed will rely solely upon the information contained in the Memorandum and understood this Subscription Agreement, the Company's most recent report filed with independent investigations made by the Securities undersigned or information otherwise provided in writing by the Company and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30, 2002, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only not relying on upon any oral representations in making the financial information of decision to purchase the Company as contained in the Form 10-QSB for the nine months ended September 30, 2002 (collectively, the above documents are referred to as the "Subscription Documents")shares subscribed;
b. The undersigned is purchasing the Shares based solely on Units without being furnished any offering literature or prospectus other than the Subscription DocumentsMemorandum (including appendices);
c. The undersigned recognizes that the Shares Bonds have not been registered under the Securities Act of 1933, as amended ("Act"), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares component parts of the Units is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the Subscription Documents Memorandum or the fairness of the terms of the offering; the undersigned may not sell the shares without registering them under the Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;
d. The undersigned is acquiring the Shares Units for its his own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, ; and it he does not presently have any reason to anticipate any change in its his circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his or her sale or distribution of the Sharesshares. No one other than the undersigned has any beneficial interest in said securities;
e. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale of the securities purchased hereby under the Act or under any state securities laws;.
f. The undersigned represents it is an Accredited Investor. An Accredited Investor shall mean any person who comes within any of the following categories, or whom the Company reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:
(1) Any bank as defined in Regulation D promulgated section 3(a)(2) of the Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in an individual or fiduciary capacity; brokers and dealers registered under Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of such act; an investment company registered under the ActInvestment Company Act of 1940 or a business development company as defined in section 2(a)(48) of such act; a Small Business Investment Company licensed by the U. S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000;
(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets of more than $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching that same level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and
(8) Any entity in which all of the equity owners are Accredited Investors.
g. The undersigned recognizes that the total amount of funds tendered to purchase the Shares Units is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the operations. The purchase of Shares Units as an investment involves risks, including those set forth in the Memorandum;
h. The undersigned realizes that the Shares Units cannot readily be sold, that it may not be possible to sell or dispose of the Shares and therefore Units; and, therefore, the Shares Units must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies;
i. The undersigned confirms and represents that the undersigned is able (i) to bear the economic risk of his investment, (ii) to hold the securities for an indefinite period of time, and (iii) to afford a complete loss of the undersigned's investment. The undersigned also represents that the undersigned has (i) adequate means of providing for the undersigned's current needs and possible personal contingencies, and (ii) no need for liquidity in this particular investment;
j. The undersigned understands that there are substantial restrictions on the transferability of the Shares, component parts of the Units and that any certificate or other document evidencing the Shares component parts of the Units will have substantially the following restrictive legend thereon: "The securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended ("Act") or the securities laws of any state. Such securities may not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws of any state."
j. k. All information which the undersigned has provided to the Company concerning the undersigned's financial position and knowledge of financial and business matters is correct and complete as of the date set forth herein; and, if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, the undersigned will immediately provide the Company with such information;
l. The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax and financial advisors and the undersigned's purchaser representative(s), if any, the suitability of an investment in the Company for the undersigned's particular tax and financial situation and the undersigned and the undersigned's advisors or the undersigned's purchaser representative(s), if any, have determined that the investment is a suitable investment for the undersigned;
m. The undersigned has been presented with and has acted upon the opportunity to ask questions and receive answers from the Company relating to the terms and conditions of the offering in order to obtain any additional information necessary to verify the accuracy of the information made available to him;
n. The undersigned has not become aware of the offering of Shares Units by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; and
o. The undersigned is a bona fide resident of the state set forth as his "residence address" in the Subscription Agreement, and that (i) if a corporation, partnership, trust, or other form of business organization, it has its principal office within such state; (ii) if an individual, he has his principal residence in such state; and (iii) if a corporation, partnership, trust, or other form of business organization which was organized for the specific purpose of acquiring the Units in the Company, all of its beneficial owners are residents of such state.
Appears in 1 contract
Representations by the Undersigned. The undersigned represents and warrants as follows:
a. The undersigned has carefully reviewed and understood understands this Subscription Agreement, the Company's most recent report filed with the Securities and Exchange Commission ("SEC") on Form 10-QSB for the nine months ended September 30KSB filed May 20, 20022003, all reports filed with the SEC since January 1, 2002 recognizing that the undersigned is only relying on the financial information of the Company as contained in the Form 10-QSB for the nine months ended September 30filed June 12, 2002 (collectively2003, the above documents Form 10-QSB filed September 23, 2003 and the Form 10-QSB filed November 21, 2003. The undersigned also understands that Xx Xxxxxx and Xxx Xxxxx are referred to as the "Subscription Documents")sole officers and the directors are Xx Xxxxxx, Xxx Xxxxx and Xxxx Xxxxxx;
b. The undersigned is purchasing the Shares Units based solely on this Subscription Agreement (and the documents referred to in 3a above), as well as the exhibits attached hereto; the undersigned acknowledges he/she has read all documents incorporated by reference into this Subscription DocumentsAgreement;
c. The undersigned recognizes that the Shares Units, or the securities underlying the Units, have not been registered under the Securities Act of 1933, as amended ("“Act"”), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares Units, or the common stock underlying the Units, is registered under the Act or unless an exemption from registration is available; no public agency has passed upon the accuracy or adequacy of the information contained in the this Subscription Documents Agreement or the fairness of the terms of the offering;
d. The undersigned is acquiring the Shares Units for its his own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it he does not presently have any reason to anticipate any change in its his circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his or her sale or distribution of the SharesUnits. No one other than the undersigned has any beneficial interest in said securities;
e. The undersigned understands and acknowledges that the undersigned has no right to require registration of resale of the securities purchased hereby under the Act or under any state securities laws;
f. The undersigned represents it is an Accredited Investor as follow: An Accredited Investor shall mean any person who comes within any of the following categories, or who the Company reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:
(1) Any bank as defined in Regulation D promulgated section 3(a)(2) of the Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in an individual or fiduciary capacity; brokers and dealers registered under Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the act; an investment company registered under the ActInvestment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; a Small Business Investment Company licensed by the U. S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000;
(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets of more than $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching that same level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and
(8) Any entity in which all of the equity owners are Accredited Investors.
g. f. The undersigned recognizes that the total amount of funds tendered to purchase the Shares Units is placed at the risk of the business and may be completely lost. The undersigned understands that there can be no assurance of profitable operations and the purchase of Shares Units as an investment involves risks;
h. g. The undersigned realizes that the Shares Units cannot readily be sold, that it may not be possible to sell or dispose of the Shares Units and therefore the Shares Units must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies;
i. h. The undersigned understands that there are substantial restrictions on the transferability of the SharesUnits, and the securities underlying the Units, and that any certificate or other document evidencing the Shares Units, and the securities underlying the Units, will have substantially the following restrictive legend thereon: "“The securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended ("Act") or the securities laws of any state. Such securities may not be sold, pledged, hypothecated or otherwise transferred at any time except upon registration or upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required or evidence satisfactory to the Company that any such transfer will not violate the Act or the securities laws of any state."”
j. i. The undersigned has not become aware of the offering of Shares Units by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; and
j. The undersigned is a bona fide resident of the state set forth as his ྿residence address࿀ in Subscription Agreement, and that (i) if a corporation, partnership, trust, or other form of business organization, it has its principal office within such state; (ii) if an individual, he has his principal residence in such state; and (iii) if a corporation, partnership, trust, or other form of business organization which was organized for the specific purpose of acquiring the Units in the Company, all of its beneficial owners are residents of such state.
Appears in 1 contract
Samples: Subscription Agreement (American Security Resources Corp.)
