Representations, Warranties and Covenants of Investors. Each Investor, severally and not jointly, hereby represents, warrants and covenants to the Company as follows:
Representations, Warranties and Covenants of Investors. Investors represent, warrant and covenant to the Company as follows:
(a) Investors are acquiring the Shares for their own accounts and for investment and not with a view to the distribution thereof within the meaning of the Securities Act.
(b) Investors are “accredited investors” as such term is defined in Regulation D.
(c) Investors acknowledge that the Shares have not been registered under the Securities Act, will be restricted securities and may not be resold, pledged or otherwise transferred by Investors prior to June 12, 2015, except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act; or (iii) pursuant to Rule 144 under the Securities Act. Restrictive legends shall be placed on all certificates representing any Shares, substantially as follows: NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE PRIOR TO JUNE 12, 2015 EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT; OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
(d) Each Investor has the power and authority to enter into this Agreement. This Agreement, its execution and the performance by each Investor of its obligations hereunder have been duly authorized by all necessary action on the part of each Investor. Each Investor represents and warrants that the execution, delivery and performance of the Agreement do not violate or conflict with (i) any law applicable to it, (ii) any provision of its constitutional documents, if applicable and (iii) any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.
(e) Each Investor agrees that, unless specifically requested in writing in advance by the Company’s board of directors, it will not at any time prior to the expiration of a two-year “standstill” period following the Closing Date (“Restricted Period”) (and it will not at any time during the Restricted Period assist or encourage others to):
(i) acquire or agree, offer, seek or propose to acquire (or directly or indirectly request permission to do so), directly or indirectly, alone or in concert with any other person, by purc...
Representations, Warranties and Covenants of Investors. 3.1. Representations, Warranties and Covenants of Each Investor
Representations, Warranties and Covenants of Investors. Investors hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date:
Representations, Warranties and Covenants of Investors. Each Investor severally and not jointly hereby represents and warrants to, and covenants with, the Company as follows:
4.1 Offshore Transaction. () Investor is not a U.S. person ("U.S. Person") as that term is defined in Regulation S; () the Multi-Draw Term Loan Note was not offered to Investor in the United States; () at the time of execution of this Agreement and the time of any offer to Investor to purchase the Multi-Draw Term Loan Note hereunder, Investor was physically outside the United States; () Investor is purchasing the Multi-Draw Term Loan Note for Investor’s own account and not for the account of or for the benefit of any U.S. Person; and () Investor is not an underwriter, dealer, distributor, or other person who is participating, pursuant to a contractual arrangement, in the distribution of the Multi-Draw Term Loan Note offered or sold in reliance on Regulation S.
Representations, Warranties and Covenants of Investors. The Investors jointly and severally represent, warrant, and covenant to the Company as follows:
(a) Each Investor is the sole owner, both of record and beneficially, of the number of shares of Common Stock set forth opposite the Investor’s name on the signature pages attached hereto, and such Common Stock is the only Common Stock owned, directly or indirectly, beneficially or of record, by such Investor or which such Investor has the right to acquire directly or indirectly through the exercise of warrants, options, or any other arrangement (other than the Warrants). The Stock is free and clear of all voting agreements or restrictions, rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges, assessments of any kind whatsoever, other encumbrances, or any other interests of any third party.
(b) Each Investor has full power, right, and authority to enter into and perform this Agreement and to sell the Stock to the Company without restriction. Each Investor has taken all requisite action on the part of the Investor, its officers, directors, managers, members, and stockholders necessary for (i) the authorization, execution, and delivery of this Agreement and (ii) the performance of all obligations of each Investor hereunder. This Agreement constitutes the legal, valid and binding obligation of each Investor, enforceable against each Investor in accordance with its terms. The Company will, pursuant to this Agreement, acquire good and valid title to the Stock free and clear of any and all interests of any third party.
(c) The execution and delivery of this Agreement by each Investor does not and will not conflict with or result in any violation of or default under (with or without notice or lapse of time or both) any contract or other agreement or any judgment, order, law, rule or regulation applicable to any Investor or any of their properties or assets. No consent, approval, or authorization of, or registration, declaration or filing with, any person or entity is required in connection with the execution, delivery, or performance of this Agreement by each Investor.
(d) Each Investor has such knowledge and experience in financial and business matters in general and investments in particular so that each Investor is able to evaluate the merits and risks of entering into this Agreement. Each Investor has had a sufficient opportunity to consider the transactions contemplated by this Agreement and to request and receive ...
Representations, Warranties and Covenants of Investors. 4.1 Investment Intent, Etc. Each Investor represents and warrants that it is acquiring the Series B Stock for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution thereof, nor with any present intention of selling or otherwise disposing of the same, subject, nevertheless, to any requirement of law that the disposition of its assets shall at all times be within its control.
4.2 Sophistication, Financial Strength, Access, Etc. Each Investor represents, warrants and acknowledges that it is an Accredited Investor (as that term is defined in Rule 501 promulgated by the Securities and Exchange Commission under the Securities Act), that it has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment contemplated to be made hereunder, and that it was not formed or organized for the specific purpose of investing in the Company; that it understands that such investment bears a high degree of risk and could result in a total loss of its investment; that its principal place of business is the address set forth on Schedule 2.2; and that it has sufficient financial strength to hold its investment for an indefinite period and to bear the economic risks of its Investment (including possible loss of its Investment) for an indefinite period of time. Each Investor acknowledges that it is fully informed that the Securities being sold to it hereunder are being sold pursuant to a private offering exemption under the Securities Act and are not being registered under the Securities Act or under the securities or blue sky laws of any state or foreign jurisdiction; that such Securities must be held indefinitely unless they are subsequently registered under the Securities Act and any applicable state securities or blue sky laws, or unless an exemption from registration is available thereunder; and that the Company has no obligation to register such Securities except as expressly set forth in the Registration Rights Agreement.
Representations, Warranties and Covenants of Investors. Each of the Investors hereby, severally and not jointly, represents, warrants and agrees with, the Company with respect to itself only, and not as to any other Investor, that:
(a) This Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding obligation of the Investor enforceable in accordance with its terms.
(b) The Investor acknowledges its understanding that the transactions contemplated by this Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
(c) The Investor has the financial ability to bear the economic risk of his investment, has adequate means for providing for its current financial needs and contingencies and has no need for liquidity with respect to its investment in the Company.
(d) At the time such Investor made its loan under the Note, it was, and as of the date hereof it is a “non-US person” as defined in 902(k)(1) of Regulation S as promulgated under the Securities Act and/or the Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (17 C.F.R. 230.501(a)).
(e) The Investor is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Investor and the consummation of the transactions contemplated hereby.
(f) The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in UAS and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the UAS Stock, including, but not limited to the UAS SEC Reports and the Form 8-K Current Report to be filed with the SEC reflecting the post-Closing combination of UAS and Duke.
(g) Neither the Investor nor, in the case of any non-individual investor, any of its predecessors, directors, executive officers, partners, or any beneficial owner of 10% or more of such Investor’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Investor in any capacity at the time of sale (each, an “Investor Covered Person” and, together, “Investor Covered Persons”) is subject to any of the “Bad Actor” disqualifications descri...
Representations, Warranties and Covenants of Investors. Each Investor represents, warrants and convents to the Company and Existing Shareholders that as of the Closing Date:
7.1 Such Investor is a company legally established and validly existing in accordance with laws of the place where it is incorporated;
7.2 Such Investor has all capacities and all powers and authorizations necessary to sign each Transaction Document to which it is a Party and perform all obligations thereunder, and to sign and deliver other agreements and legal documents contemplated by each Transaction Document to which it is a Party;
7.3 Upon execution of each Transaction Document to which it is a Party, the obligations provided thereunder with respect to it shall constitute effective, binding and enforceable obligations on such Investor; and
7.4 The execution and performance of this Agreement by it:
7.4.1 Shall not materially violate any of its organization documents;
7.4.2 Shall not materially violate any contract, arrangement or document to which it is a party or by which it is bound, nor shall constitute a default thereunder;
7.4.3 Shall not violate any applicable law or any order or judgment of any court or Government Authority required to comply.
7.5 The representative of such Investor that puts on signature on this Agreement has been fully authorized to sign this Agreement.
Representations, Warranties and Covenants of Investors. 5 3.1 Representations, Warranties and Covenants of Each Investor.......................................... 5 3.2 Management Investor Representations and Warranties............................................. 5 3.3 Legend................................................. 6 3.4 Restrictions on Transfers of Securities................ 7 3.5 Notation............................................... 9
