Representations of the Investor. The Investor represents to the Company that:
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. In connection with, and in consideration of the sale of the Securities to the undersigned, the undersigned hereby represents and warrants to the Company that the undersigned:
A. has been given access to full and complete information regarding the Company (including the opportunity to meet with the Company's officers and review all documents as the undersigned may have requested in writing); has utilized such access to the undersigned's satisfaction for the purpose of obtaining information in addition to, or verifying information included in IGCA's filings with the Securities and Exchange Commission, including but not limited to the Company's Form 10-K for the Fiscal Year ended December 31, 2000 (the "SEC Filings"); and has been given reasonable opportunity to ask questions of, and receiving answers from, such representatives of the Company concerning the terms and conditions of the offering of the securities offered hereby;
B. realizes that the Note is unsecured and that a purchase of the Securities represents a speculative investment involving a high degree of risk, including but not limited to the reasons described in the SEC Filings;
C. understands that the Note is not convertible into IGCA's common stock;
D. understands that the Company's common stock may only be sold pursuant to a registration statement relating to such securities or pursuant to an exemption from registration;
E. can bear the economic risk of an investment in the Securities, can afford to sustain a complete loss of such investment, has no need for liquidity in connection with an investment in the Securities, and can afford to hold such securities indefinitely;
F. realizes that there will be no market for the Securities, that there are significant restrictions on the transferability of the Securities and that for these and other reasons, the undersigned may not be able to liquidate an investment in the Securities for an indefinite period;
G. realizes that the Securities have not been registered for sale under the Act, or applicable state securities laws (the "State Laws"), and may be sold only pursuant to registration under the Act and State Laws, or an opinion of counsel satisfactory to counsel for the Company that such registration is not required;
H. believes that the investment in the Securities is suitable for the undersigned based upon the undersigned's investment objectives and financial needs, and the undersigned has adequate means to provide for the undersigned's current finan...
Representations of the Investor. Each Investor, severally and not jointly, represents and warrants to the Company that:
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. The Investor hereby represents and warrants to the Partnership and to the General Partner as follows:
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, recognizing that the Company will be relying on the information and on the representations set forth herein, hereby represents, warrants and agrees as follows:
(a) The Investor understands that the offer and sale of the Shares is being made by means of this Subscription Agreement, and is aware of the high degree of risk associated with an investment in the Shares.
(b) The Investor is a person who is able to bear economic risks including a loss of an investment in the Shares.
(c) The Investor is purchasing the Shares issued pursuant to this Subscription Agreement for his own account for investment, and not with a view to or for sale in connection with the distribution of the Shares nor with any present intention of selling or otherwise disposing of all or any part of the Shares; provided, however, the Investor shall have the right to transfer the securities to third parties pursuant to an exemption from registration under the Securities Act of 1933 (the "Act"). In connection with any such future transfer, the Company will accept an acceptable opinion of counsel to the Investor as to the existence of any exemption. The Investor hereby acknowledges his understanding that the Shares are not being registered under the Act or any state securities laws, on the ground that the issuance and sale of the Shares to the Investor is exempt under the Act and relevant state securities laws, as a small offering and not involving a public offering. The Investor agrees not to sell the Shares unless they are subsequently registered or an exemption from such registration is available. The Investor further acknowledges his understanding that the Company's reliance on such exemptions are, in part, based upon the foregoing representations, warranties, and agreements by the Investor and that the statutory basis for such exemptions would not be present, if notwithstanding such representations, warranties and agreements, the undersigned were acquiring the Shares for resale on the occurrence or non-occurrence of some predetermined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to the Investor, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares by anyone but the Investor, except as set forth herein.
(d) All information contained in this Subscription Agreement is correct and complete. Any material change occurring in this Subscription Agreement prior to accepta...
