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:
1. The Offeree acknowledges that the Offeree has received, without limitation, the following information regarding the Offeror and that the Offeree is familiar with and understands the business and financial position of the Offeror, the risks of an investment in the Offeror, and the rights and restrictions applicable to the Subscribed Note as set forth therein:
i. The Form C submitted by the Company to the SEC, together with all related attachments or disclosures thereto, a copy of which is available through the SEC’s XXXXX database(collectively, the “Offering Disclosure Documents”).
2. The Offeree represents and warrants that:
i. The Offeree (together with their professional advisors or representatives, if any) has sufficient knowledge and experience in business and financial matters to be capable of evaluating the merits and risks of an investment in the Offeror and the Subscribed Note; and
ii. The Offeree can bear the economic risk of the purchase of the Subscribed Note, including the total loss of the Offeree’s investment in the Subscribed Note, and has adequate means for the Offeree’s current needs and possible contingencies and has no need for liquidity in this investment.
3. The Offeree represents and warrants that the Offeree understands that no federal or state agency, including the Securities and Exchange Commission, has passed upon, or endorsed, the merits of this Offering or the accuracy or adequacy of the information contained in the Offering Disclosure Documents, or made any finding or determination as to the appropriateness of the Subscribed Note for public investment. The Offeree represents and warrants that the Offeree understands that the Subscribed Note has not been registered under the Act or the securities laws of any state (including, but not limited to, the Commonwealth of Pennsylvania), and shall be subject to any applicable restrictions on transfer as may be set forth in the Offering Disclosure Documents or under applicable law.
4. The Offeree represents and warrants that the Offeree is acquiring the Subscribed Note for their own account without a view to public distribution or resale and that the Offeree has no agreement or arrangement to sell, or otherwise tran...
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. (a) The undersigned acknowledges and understands that unless and until the Permitted Conversion/Exercise Event occurs, the undersigned will be unable to convert or exercise the Derivative Securities, except as expressly provided for in this Agreement. It is further agreed and acknowledged that upon the occurrence of the Permitted Conversion/Exercise Event, the restrictions set forth in Section 1 of this Agreement shall automatically expire without any further action on the part of either the Company or the undersigned.
(b) The undersigned (i) is an investor familiar with the business of the Company, (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment decision and make an informed decision, (iii) has the ability to bear the economic risks of this decision, (iv) has had an opportunity to ask such questions and make such inquiries concerning the Company and has received such information regarding the Company, its business, its financial condition and its prospects as the undersigned has determined to be necessary, and (v) is an “accredited investor” as that term is defined under Rule 501(a) under Regulation D under the Securities Act (the provisions of which are known to the undersigned).
(c) The undersigned further represents that it has the full right, power, legal capacity and authority to enter into this agreement and to complete the transactions herein contemplated and that this agreement constitutes a valid and binding obligation of the undersigned, and is enforceable against the undersigned in accordance with its terms.
Representations of the Undersigned. The undersigned acknowledges that the undersigned has received, read and understood the Warrant and agrees to abide by and be bound by its terms and conditions.
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.
Representations of the Undersigned. The undersigned hereby represents to the Company as follows:
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:
(a) The Undersigned has full power and authority to enter into this Contribution Agreement and all transactions contemplated herein, including, but not limited to, the contribution, transfer and delivery of the Solaris Membership Interest to the Partnership. Except for consents relating to change of ownership required for licenses, agreements and leases as reflected on Exhibit B attached hereto, such requests for consents having been filed by the Undersigned and Solaris for review and approval from all necessary parties, no consents, approvals, orders or authorizations of any third party, including but not limited to the government, are required for the execution, delivery or performance of this Contribution Agreement by the Undersigned or the consummation of the transactions contemplated herein. This Contribution Agreement has been duly executed and delivered by, and is the valid, legal and binding obligation of the Undersigned.
(b) Neither the execution or delivery of this Contribution Agreement nor the consummation of the transactions herein contemplated and the fulfillment of the terms hereof will conflict with or result in any violation of or constitute a default under any terms of the Certificate of Limited Partnership or Limited Partnership Agreement of the Undersigned or any material written agreement, mortgage, indenture, franchise, license, permit, authorization, lease or other instrument, judgment, decree, order, law or regulation by which the Undersigned is subject or by which it is bound.
(c) The Undersigned has reviewed the provisions of this Contribution Agreement, either alone or with its financial representative or legal counsel, and acknowledges its understanding of the various rights, risks, and obligations described therein.
(d) The Undersigned has no understanding, oral or written, with the Partnership, its partners or any other person as to the payments or other compensation due with respect to the Additional Interest other than as is described in this Contribution Agreement.
(e) The Undersigned is acquiring the Additional Interest for the Undersigned's own account, for investment purposes only and without a view towards the transfer, sale, assignment or other disposition of the Additional Interest.
(f) The Undersigned understands that (i) neither the Additional Interest nor its offer ...
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.
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.
