Representations of the Undersigned. The undersigned represents and warrants to the Company as set forth below.
Representations of the Undersigned. The Offeree understands that the Board of Managers, the Officers, and the Members of the Offeror will be relying on the accuracy and completeness of the responses and representations made by the Offeree to Raise Green and in this Agreement, including those set forth below:
Representations of the Undersigned. The undersigned has all requisite authority (and in the case of an individual, the capacity) to purchase the Note, enter into this Subscription Agreement and the form of Note attached hereto as Appendix 1, and to perform all the obligations required to be performed by the undersigned pursuant to this Agreement, and such purchase will not contravene with any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned. The Offeree understands that the Offeror will be relying on the accuracy and completeness of the responses and representations made by the Offeree to Raise Green and in this Agreement, including those set forth below:
Representations of the Undersigned. The undersigned represents and warrants that:
Representations of the Undersigned. This item is presented in alternative form. Please initial in the space provided the applicable alternative. _____ ALTERNATIVE ONE: The undersigned covenants, represents and warrants to the Company that it has such knowledge and experience in financial and business matters that it is capable of evaluating the relative merits and risks of an investment in the Shares and Company and is not utilizing a Purchaser Representative in connection with evaluating such merits and risks. The undersigned is providing evidence of its knowledge and experience in these matters through the information requested below in this Questionnaire. _____ ALTERNATIVE TWO: The undersigned covenants, represents and warrants to the Company that it has chosen to use the services of a Purchaser Representative acceptable to the undersigned in connection with the undersigned’s purchase of the Shares. The undersigned hereby acknowledges that the person named below is its Purchaser Representative who will assist and advise the undersigned in evaluating the merits and risks of an investment in the Shares and the Company and affirms that such Purchaser Representative has previously disclosed in writing any material relationship that exists between the Purchaser Representative (or its affiliates) and the Company (or its affiliates) that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship. ______________________________________________________________________________________ (name of Purchaser Representative) ______________________________________________________________________________________ (address of Purchaser Representative) If the undersigned utilizes a Purchaser Representative, this Questionnaire must be accompanied by a completed and signed Purchaser Representative Questionnaire, a copy of which can be obtained from the Company upon request. FOR INDIVIDUAL INVESTORS
Representations of the Undersigned. The undersigned hereby represents to the Company as follows:
Representations of the Undersigned. The Undersigned represents and warrants to Company that all Inventions shall be the Undersigned's original works of authorship and (as to existing Inventions) the use or commercial exploitation thereof shall not subject the Company to any claim of infringement of any copyright, patent or other proprietary right of any other Person, whether such rights are afforded under the laws of the United States or any other country or jurisdiction or otherwise.
Representations of the Undersigned. All of the representations and warranties of the undersigned as a Selling Stockholder set forth in Section 2.B of the Underwriting Agreement are incorporated herein, mutatis mutandis, and shall be deemed to have been made and given herein by the undersigned with the same force and effect as if fully set forth herein. 8.
Representations of the Undersigned. In order to induce the Partnership to accept this contribution, the Undersigned hereby represents and warrants to, and covenants and agrees as follows:
Representations of the Undersigned. The name and address of the registered holder(s) of the Company Stock, Options and/or Warrants set forth on the signature page hereto are as they appear on the stock ledger with respect to Company Stock, Option Agreements with respect to Options, and/or Warrant Agreements with respect to Warrants. The undersigned represents and warrants to the Purchaser, the Company, the Exchange Agent and the other Company Security Holders that the undersigned (a) is the sole record and beneficial owner of each share of each class of Company Stock, each Option and/or each Warrant identified on the signature page to this Letter of Transmittal and the Company Stock, Option Agreements and/or Warrant Agreements surrendered herewith, (b) has good title to such shares of Company Stock, (c) has full right, power, legal capacity and authority to execute this Letter of Transmittal and sell, assign, transfer and surrender such Company Stock, Options and/or Warrants, (d) needs no consent or approval of, and need not give notice to, any third party in order to validly sell, assign, transfer and surrender such Company Stock, Warrants and/or Options, (e) holds such shares of Company Stock, Warrants and/or Options free and clear of all liens, claims and encumbrances and such shares are not subject to any adverse claim or any limitation or restriction on sale, transfer or delivery, and (f) is not party to any voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the capital stock or other equity securities of the Company. The undersigned further represents and acknowledges that the undersigned (a) has read the Merger Agreement and this Letter of Transmittal; (b) agrees to be bound by this Letter of Transmittal freely, voluntarily and without coercion, with full knowledge of its significance and the legal consequences thereof; (c) has had an adequate opportunity to review and consider the terms of the Merger Agreement and this Letter of Transmittal; (d) has fully informed itself of the terms, contents, conditions and effects of the Merger Agreement and this Letter of Transmittal; and (e) has relied solely and completely upon its own judgment in executing this Letter of Transmittal.
