REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER. The Purchaser hereby represents, warrants and agrees as follows:
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER. Purchaser hereby represents, warrants and agrees that:
3.1. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Note, the Shares, the Warrant and the shares to be issued upon exercise thereunder. Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "ACT").
3.2. Purchaser and its advisors have received such information and documents from the Corporation, and have had a reasonable opportunity to ask questions of and receive answers from its executive officers, with respect to the business, affairs, financial condition, and prospects of the Corporation and with respect to the Note, the Shares and the Warrant as Purchaser has requested, and all such questions have been answered to Purchaser's full satisfaction.
3.3. Purchaser has such knowledge and experience in business and financial matters as will enable it to utilize the information made available in connection with the offering of the Note and the Warrant to evaluate the merits and risks of the prospective investment and to make an informed investment decision. Purchaser is also aware that no state or Federal agency has reviewed or endorsed the Note, the Warrant or the offering thereof, and that the Note, the Warrant and the shares issuable upon exercise of the conversion rights thereunder or the exercise of the Warrant involve a high degree of economic risk.
3.4. Purchaser is aware that it must bear the economic risk of investment in the Note, the Shares and the Warrant (or the Common Stock which may be issued pursuant to exercise of the Warrant) for an indefinite period of time since the issuance and delivery of the Note and the Shares has not been registered under the Act, and that, theretofore, Purchaser may not, and the undersigned hereby agrees and covenants that Purchaser will not, transfer or otherwise dispose of the Note, the Shares or the Warrant (or the Common Stock which may be issued pursuant to conversion under the Note or exercise of the Warrant) unless, in the opinion of counsel, which opinion shall be reasonably satisfactory to counsel for the Corporation, such Note, the Shares or the Warrant may be legally transferred or otherwise disposed of without registration under the Act, and/or registration and/or qualification under the applicable state and/or other federal statutes, or such Note or th...
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER. Purchaser hereby represents, warrants and agrees that:
3.1. Purchaser and its advisors have received such information and documents from the Company, and have had a reasonable opportunity to ask questions of and receive answers from its executive officers, with respect to the business, affairs, financial condition, and prospects of the Company and with respect to the Interests as Purchaser has requested, and all such questions have been answered to Purchaser's full satisfaction.
3.2. All information which Sellers have provided concerning the Company and its financial position and Purchaser's knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to the acceptance of the subscription, Sellers will immediately provide the Purchasers with such information.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER. Each Purchaser, for that Purchaser alone, represents and warrants to the Company upon the acquisition of the Securities as follows:
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER. The ------------------------------------------------------------ Purchaser hereby represents, warrants and agrees as follows:
(a) The Shares are being purchased by the Purchaser and not by any other person, with the Purchaser's own funds and not with the funds of any other person, and for the account of the Purchaser, not as a nominee or agent and not for the account of any other person. On acceptance of this Stock Purchase Agreement by the Company, no other person will have any interest, beneficial or otherwise, in the Shares. The Purchaser is not obligated to transfer the Shares to any other person nor does the Purchaser have any agreement or understanding to do so. The Purchaser is purchasing the Shares for investment for an indefinite period not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. The Purchaser has no intention of selling, granting any participation in, or otherwise distributing or disposing of any Shares. The Purchaser does not intend to subdivide the Purchaser's purchase of Shares with any person.
(b) The Purchaser has been advised that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Shares is to be effected and the Shares will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission under the Act, and under any applicable state blue sky authority. The Purchaser understands that the Company is relying in part on the Purchaser's representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Purchaser's representations, the Purchaser has in mind merely acquiring Shares for resale on the occurrence or nonoccurrence of some predetermined event. The Purchaser has no such intention.
(c) The Purchaser, either alone or with the Purchaser's professional advisers (i) are unaffiliated with, have no equity interest in (other than as set forth in the Investor Questionnaire attached hereto), and are not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly; (ii) has such knowledge and experience in fi...
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER. Purchaser hereby represents, warrants and agrees as follows:
(a) Purchaser has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to execute the Purchase of the Shares in accordance with the terms hereof.
(b) The information heretofore furnished by Purchaser to the Company for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by Purchaser to the Company will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.
(c) The representations and warranties herein by Purchaser will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Purchase Date.
