Representations of the Investor. The Investor represents to the Company that:
Representations of the Investor. (a) The Investor represents that the Investor is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), and that the Investor is able to bear the economic risk of an investment in the Shares.
(b) The Investor acknowledges that it has prior investment experience, including investment in non-registered securities, or has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to the Investor and to evaluate the merits and risks of such an investment on the Stock Purchase Agreement, 2 Investor's behalf, and that the Investor recognizes the highly speculative nature of this investment.
(c) The Investor acknowledges that the Investor has been furnished by the Company during the course of this transaction with all information regarding the Company which the Investor had requested or desired to know; that all documents which could be reasonably provided have been made available for Investor's inspection and review; that the Investor has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and any additional information which the Investor had requested.
(d) The Investor acknowledges that this purchase of Shares may involve tax consequences. The Investor acknowledges that the Investor must retain his or its own professional advisors to evaluate the tax and other consequences of an investment in the Shares.
(e) The Investor acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Investor represents that the Shares are being purchased for his or its own account, for investment and not for distribution or resale to others. The Investor agrees that the Investor will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available.
(f) The Investor understands that the Shares have not been registered under Act by reason of a claimed exemption under the provisions of the Act that depends, in part, upon the Investor's investment intention. In this connection, the Investor understands that it...
Representations of the Investor. The Investor represents and warrants to the Company as follows:
Representations of the Investor. The Investor hereby represents and warrants to the Company that:
(a) The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby are within the Investor’s power and authority and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms.
(b) The execution, delivery and performance by the Investor of this Agreement require no action by or in respect of, or filing with, any governmental body, agency, official or authority, other than (i) compliance with any applicable requirements of the federal securities Laws and (ii) compliance with any applicable foreign or state securities or blue sky Laws.
(c) The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational documents of the Investor and (ii) assuming compliance with the matters referred to in Section 7.02(b), contravene or conflict with or constitute a violation of, provision of any Law applicable to the Investor.
Representations of the Investor. The Investor hereby represents and warrants to the Partnership and to the General Partner as follows:
Representations of the Investor. The Investor represents that:
Representations of the Investor. The Investor hereby represents and warrants to the Company that the following statements are true and complete:
Representations of the Investor. Each Investor, severally and not jointly, represents and warrants to the Company that:
Representations of the Investor. The Investor hereby represents and warrants to the Sponsor, and covenants, as applicable, that:
(a) The Investor, in making the decision to receive the Transferred Founder Shares from the Sponsor, has not relied upon any oral or written representations or assurances from the Sponsor or any of BCSA’s officers, directors, partners or employees or any other representatives or agents other than those contained in this Agreement. The Investor further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Transferred Founder Shares.
(b) This Agreement has been validly authorized, executed and delivered by the Investor and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Investor does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Investor is a party which would prevent the Investor from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Investor is subject.
(c) The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Investor’s own legal counsel and investment and tax advisors.
(d) The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Transferred Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.
(e) The Investor is acquiring the Transferred Founder Shares solely for investment purposes, for such Investor’s own account (and/or for the account or benefit of its members or affiliates, if any, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and the Investor has no present arrangement to sell the Transferred Founder Shares to or through any person or entity except as may be permitted h...
Representations of the Investor. The Investor represents and warrants to the Corporation as follows:
