Representations of Investors. Investors represents to the Executive that the statements contained in this Section 4.4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date, with respect to itself:
Representations of Investors. Investors represent to the Executive that the statements contained in this Section 3.3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date, with respect to itself:
(a) Organization and Power. Investors is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to enter into this Agreement and perform its obligations hereunder.
Representations of Investors. Investors represents to the Executive that the statements contained in this Section 3.3 are correct and complete as of the date of this Agreement:
Representations of Investors. The Investor hereby represents and warrants to the Company with respect to its purchase of the Note and Warrant as follows:
Representations of Investors. Each of the Investors, severally and not jointly, represents and warrants to the Company that (i) such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; (ii) Company Common Stock purchased by such Investor pursuant to this Section 1.2 will be acquired by the Investor for the purpose of contributing such Company Common Stock to the capital of Newco, and as such is being purchased for investment for the account of Newco and not with a view to the resale or distribution of any part thereof or the grant of any participation therein, and (iii) except as set forth herein, neither such Investor nor Newco is obligated under any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any unaffiliated third person, with respect to any of such Company Common Stock, and neither of them has any present intention of entering into any such contract, agreement or understanding.
Representations of Investors. Each Investor hereby represents to and covenants with the Company that, during the period in which any Registration Statement effected pursuant to Section 2 remains effective, such Investor will:
(a) not engage in any stabilization activity in connection with any of the Company's securities;
(b) cause to be furnished to any purchaser of the Conversion Shares and to the broker-dealer, if any, through whom Conversion Shares may be offered, a copy of the final prospectus relating to such Registration Statement; and
(c) not bid for or purchase any securities of the Company or any rights to acquire the Company's securities, or attempt to induce any person to purchase any of the Company's securities or any rights to acquire the Company's securities, in each case, other than as permitted under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
Representations of Investors. It is the understanding of the Company, and each Investor hereby severally represents with respect to such Investor's purchase of Preferred Shares hereunder, that:
(a) The execution of this Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered, and constitutes a valid, binding and enforceable agreement of the Investor.
(b) The Investor is acquiring the Preferred Shares for its own account, for investment, and not with a view to any distribution thereof within the meaning of the Securities Act. The Investor was not formed or organized for the purpose of acquiring the Preferred Shares.
(c) The Investor understands that because the Preferred Shares have not been registered under the Securities Act, it cannot dispose of any or all of the Preferred Shares unless the Preferred Shares are subsequently registered under the Act or exemptions from such registration are available. The Investor understands that each certificate representing the Preferred Shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"). These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Act or the availability of an exemption from such registration requirements.
(d) The Investor is sufficiently knowledgeable and experienced in the making of venture capital investments so as to be able to evaluate the risks and merits of its investment in the Company, and is able to bear the economic risk of loss of its investment in the Company. The Investor is an accredited investor as such term is defined in Rule 501 promulgated under the Securities Act.
(e) The Investor has been advised that the Preferred Shares have not been and are not being registered under the Securities Act or under the blue sky laws of any jurisdiction and that the Company in issuing the Preferred Shares is relying upon, among other things, the representations and warranties of the Investors contained in this Section 5.
(f) No broker, finder, agent or similar intermediary has acted on behalf of the Investor in connection with this Agreement or the transactions contemplated hereby and there are no brokerage commissions, finder's fees or...
Representations of Investors. Each Investor hereby represents and warrants, severally and not jointly, and only with respect to itself, to the Company with respect to the purchase and issuance of the Notes and any Warrants as follows:
Representations of Investors. Investors represents to the Xxxxxxx --- ---------------------------- Family Securityholders that the statements contained in this Section 4.4 are ----------- correct and complete as of the date of this Agreement:
Representations of Investors. The undersigned Investor hereby represents to and covenants with the Company that, during the period in which any registration statement (each a “Registration Statement”) effected pursuant to this Section 11 remains effective, such Investor will:
(i) not engage in any stabilization activity in connection with any of the Company’s securities;
(ii) cause to be furnished to any purchaser of the Warrant Shares and to the broker-dealer, if any, through whom Warrant Shares may be offered, a copy of the final prospectus relating to such Registration Statement; and
(iii) not bid for or purchase any securities of the Company or any rights to acquire the Company’s securities, or attempt to induce any person to purchase any of the Company’s securities or any rights to acquire the Company’s securities, in each case, other than as permitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
