Representations, Warranties and Covenants of the Grantee. The Grantee hereby represents and warrants to and covenants with Pluris (which representations, warranties and covenants shall survive the closing) that: (a) the Grantee is an officer and/or consultant of Pluris who will spend a significant amount of time and attention on the affairs and business of Pluris; (b) the Grantee is not acquiring the Stock Appreciation Rights for the account or benefit of, directly or indirectly, any U.S. Person; (c) the Grantee is not a U.S. Person; (d) the Grantee is outside the United States when receiving and executing this Agreement and is acquiring the Stock Appreciation Rights as principal for the Grantee's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Stock Appreciation Rights; (e) the Grantee acknowledges that the Grantee has not acquired the Stock Appreciation Rights as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1000 Xxx) in the United States in respect of the Stock Appreciation Rights which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Stock Appreciation Rights; provided, however, that the Grantee may sell or otherwise dispose of the Stock Appreciation Rights pursuant to registration of the Stock Appreciation Rights pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (f) it understands and agrees that Pluris will refuse to register any transfer of the Stock Appreciation Rights not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; (g) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (h) the Grantee has received and carefully read this Agreement; (i) the Grantee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Grantee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Grantee; (j) the Grantee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Stock Appreciation Rights for an indefinite period of time, and can afford the complete loss of such investment; (k) all information contained in this Agreement is complete and accurate and may be relied upon by Pluris; (l) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement; (m) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris; (n) the Grantee is aware that an investment in Pluris is speculative and involves certain risks, including the possible loss of the investment; (o) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Grantee, or of any agreement, written or oral, to which the Grantee may be a party or by which the Grantee is or may be bound; (p) the Grantee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Grantee enforceable against the Grantee; (q) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement; (r) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris; (s) the Grantee is purchasing the Stock Appreciation Rights for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Stock Appreciation Rights, and the Grantee has not subdivided his interest in the Stock Appreciation Rights with any other person; (t) the Grantee is not an underwriter of, or dealer in, the shares of Pluris's common stock, nor is the Grantee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Stock Appreciation Rights; (u) the Grantee has made an independent examination and investigation of an investment in the Stock Appreciation Rights and Pluris and has depended on the advice of its legal and financial advisors and agrees that Pluris will not be responsible in anyway whatsoever for the Grantee's decision to acquire the Stock Appreciation Rights; (v) if the Grantee is acquiring the Stock Appreciation Rights as a fiduciary or agent for one or more investor accounts, the Grantee has sole investment discretion with respect to each such account, and the Grantee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account; (w) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (x) no person has made to the Grantee any written or oral representations: (i) that any person will resell or repurchase any of the Stock Appreciation Rights, (ii) that any person will refund the purchase price of any of the Stock Appreciation Rights, (iii) as to the future price or value of any of the Stock Appreciation Rights, or (iv) that any of the Stock Appreciation Rights will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Stock Appreciation Rights of Pluris on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of Pluris's common stock on the OTC Bulletin Board; and (y) In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Stock Appreciation Rights Agreement (Pluris Energy Group Inc)
Representations, Warranties and Covenants of the Grantee. The Grantee hereby represents and warrants to and covenants with Pluris (which representations, warranties and covenants shall survive the closing) that:
(a) the Grantee is an officer and/or consultant of Pluris who will spend a significant amount of time and attention on the affairs and business of Pluris;
(b) the Grantee is not acquiring the Stock Appreciation Rights for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Grantee is not a U.S. Person;
(d) the Grantee is outside the United States when receiving and executing this Agreement and is acquiring the Stock Appreciation Rights as principal for the Grantee's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Stock Appreciation Rights;
(e) the Grantee acknowledges that the Grantee has not acquired the Stock Appreciation Rights as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1000 0000 Xxx) in the United States in respect of the Stock Appreciation Rights which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Stock Appreciation Rights; provided, however, that the Grantee may sell or otherwise dispose of the Stock Appreciation Rights pursuant to registration of the Stock Appreciation Rights pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(f) it understands and agrees that Pluris will refuse to register any transfer of the Stock Appreciation Rights not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(g) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(h) the Grantee has received and carefully read this Agreement;
(i) the Grantee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Grantee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Grantee;
(j) the Grantee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Stock Appreciation Rights for an indefinite period of time, and can afford the complete loss of such investment;
(k) all information contained in this Agreement is complete and accurate and may be relied upon by Pluris;
(l) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(n) the Grantee is aware that an investment in Pluris is speculative and involves certain risks, including the possible loss of the investment;
(o) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Grantee, or of any agreement, written or oral, to which the Grantee may be a party or by which the Grantee is or may be bound;
(p) the Grantee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Grantee enforceable against the Grantee;
(q) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(r) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(s) the Grantee is purchasing the Stock Appreciation Rights for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Stock Appreciation Rights, and the Grantee has not subdivided his interest in the Stock Appreciation Rights with any other person;
(t) the Grantee is not an underwriter of, or dealer in, the shares of Pluris's common stock, nor is the Grantee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Stock Appreciation Rights;
(u) the Grantee has made an independent examination and investigation of an investment in the Stock Appreciation Rights and Pluris and has depended on the advice of its legal and financial advisors and agrees that Pluris will not be responsible in anyway whatsoever for the Grantee's decision to acquire the Stock Appreciation Rights;
(v) if the Grantee is acquiring the Stock Appreciation Rights as a fiduciary or agent for one or more investor accounts, the Grantee has sole investment discretion with respect to each such account, and the Grantee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(w) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(x) no person has made to the Grantee any written or oral representations:
(i) that any person will resell or repurchase any of the Stock Appreciation Rights,
(ii) that any person will refund the purchase price of any of the Stock Appreciation Rights,
(iii) as to the future price or value of any of the Stock Appreciation Rights, or
(iv) that any of the Stock Appreciation Rights will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Stock Appreciation Rights of Pluris on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of Pluris's β common stock on the OTC Bulletin Board; and
(y) In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Stock Appreciation Rights Agreement (Pluris Energy Group Inc)
Representations, Warranties and Covenants of the Grantee. The Grantee hereby represents and warrants to and covenants with Pluris (which representations, warranties and covenants shall survive the closing) that:
(a) the Grantee is an officer and/or consultant of Pluris who will spend a significant amount of time and attention on the affairs and business of Pluris;
(b) the Grantee is not acquiring the Stock Appreciation Rights for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Grantee is not a U.S. Person;
(d) the Grantee is outside the United States when receiving and executing this Agreement and is acquiring the Stock Appreciation Rights as principal for the Grantee's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Stock Appreciation Rights;
(e) the Grantee acknowledges that the Grantee has not acquired the Stock Appreciation Rights as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1000 Xxx) in the United States in respect of the Stock Appreciation Rights which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Stock Appreciation Rights; provided, however, that the Grantee may sell or otherwise dispose of the Stock Appreciation Rights pursuant to registration of the Stock Appreciation Rights pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(f) it understands and agrees that Pluris will refuse to register any transfer of the Stock Appreciation Rights not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(g) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(h) the Grantee has received and carefully read this Agreement;
(i) the Grantee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Grantee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Grantee;
(j) the Grantee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Stock Appreciation Rights for an indefinite period of time, and can afford the complete loss of such investment;
(k) all information contained in this Agreement is complete and accurate and may be relied upon by Pluris;
(l) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(n) the Grantee is aware that an investment in Pluris is speculative and involves certain risks, including the possible loss of the investment;
(o) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Grantee, or of any agreement, written or oral, to which the Grantee may be a party or by which the Grantee is or may be bound;
(p) the Grantee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Grantee enforceable against the Grantee;
(q) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(r) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(s) the Grantee is purchasing the Stock Appreciation Rights for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Stock Appreciation Rights, and the Grantee has not subdivided his interest in the Stock Appreciation Rights with any other person;
(t) the Grantee is not an underwriter of, or dealer in, the shares of Pluris's common stock, nor is the Grantee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Stock Appreciation Rights;
(u) the Grantee has made an independent examination and investigation of an investment in the Stock Appreciation Rights and Pluris and has depended on the advice of its legal and financial advisors and agrees that Pluris will not be responsible in anyway whatsoever for the Grantee's decision to acquire the Stock Appreciation Rights;
(v) if the Grantee is acquiring the Stock Appreciation Rights as a fiduciary or agent for one or more investor accounts, the Grantee has sole investment discretion with respect to each such account, and the Grantee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(w) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(x) no person has made to the Grantee any written or oral representations:
(i) that any person will resell or repurchase any of the Stock Appreciation Rights,
(ii) that any person will refund the purchase price of any of the Stock Appreciation Rights,
(iii) as to the future price or value of any of the Stock Appreciation Rights, or
(iv) that any of the Stock Appreciation Rights will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Stock Appreciation Rights of Pluris on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of Pluris's β common stock on the OTC Bulletin Board; and
(y) In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Stock Appreciation Rights Agreement (Pluris Energy Group Inc)
Representations, Warranties and Covenants of the Grantee. The Grantee hereby represents and warrants to and covenants with Pluris (which representations, warranties and covenants shall survive the closing) that:
(a) the Grantee is an officer and/or consultant a _________________ of Pluris who will spend a significant amount of time and attention on the affairs and business of Pluris;
(b) the Grantee is not acquiring an "accredited investor" as that term is defined in Regulation D promulgated under the Stock Appreciation Rights for the account or benefit of, directly or indirectly, any U.S. Person1933 Act;
(c) the Grantee is not a U.S. Person;
(d) the Grantee is outside has received and carefully read this Agreement;
(e) the United States when receiving Grantee has the legal capacity and executing competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Grantee is acquiring a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Grantee;
(f) the Grantee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Stock Appreciation Rights for an indefinite period of time, and can afford the complete loss of such investment;
(g) all information contained in this Agreement is complete and accurate and may be relied upon by Pluris;
(h) the Grantee has the requisite knowledge and experience in financial and business matters as principal for to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(j) the Grantee is aware that an investment in Pluris is speculative and involves certain risks, including the possible loss of the investment;
(k) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Grantee's , or of any agreement, written or oral, to which the Grantee may be a party or by which the Grantee is or may be bound;
(l) the Grantee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Grantee enforceable against the Grantee;
(m) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(n) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(o) the Grantee is purchasing the Stock Appreciation Rights for its own account, account for investment purposes only, only and not with a view tofor the account of any other person and not for distribution, assignment or for, resale, distribution or fractionalisation thereof, in whole or in partresale to others, and no other person has a direct or indirect beneficial interest is such Stock Appreciation Rights, and the Grantee has not subdivided his interest in such the Stock Appreciation Rights with any other person;
(p) the Grantee is not an underwriter of, or dealer in, the shares of Pluris's common stock, nor is the Grantee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Stock Appreciation Rights;
(eq) the Grantee acknowledges has made an independent examination and investigation of an investment in the Stock Appreciation Rights and Pluris and has depended on the advice of its legal and financial advisors and agrees that Pluris will not be responsible in anyway whatsoever for the Grantee's decision to acquire the Stock Appreciation Rights;
(r) if the Grantee has not acquired is acquiring the Stock Appreciation Rights as a result offiduciary or agent for one or more investor accounts, the Grantee has sole investment discretion with respect to each such account, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1000 Xxx) in the United States in respect of the Stock Appreciation Rights which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Stock Appreciation Rights; provided, however, that the Grantee may sell or otherwise dispose has full power to make the foregoing acknowledgements, representations and agreements on behalf of the Stock Appreciation Rights pursuant to registration of the Stock Appreciation Rights pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinaccount;
(f) it understands and agrees that Pluris will refuse to register any transfer of the Stock Appreciation Rights not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(gs) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(h) the Grantee has received and carefully read this Agreement;
(i) the Grantee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Grantee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Grantee;
(j) the Grantee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Stock Appreciation Rights for an indefinite period of time, and can afford the complete loss of such investment;
(k) all information contained in this Agreement is complete and accurate and may be relied upon by Pluris;
(l) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(n) the Grantee is aware that an investment in Pluris is speculative and involves certain risks, including the possible loss of the investment;
(o) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Grantee, or of any agreement, written or oral, to which the Grantee may be a party or by which the Grantee is or may be bound;
(p) the Grantee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Grantee enforceable against the Grantee;
(q) the Grantee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Stock Appreciation Rights and Pluris, and the Grantee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(r) the Grantee understands and agrees that Pluris and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Grantee shall promptly notify Pluris;
(s) the Grantee is purchasing the Stock Appreciation Rights for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Stock Appreciation Rights, and the Grantee has not subdivided his interest in the Stock Appreciation Rights with any other person;
(t) the Grantee is not an underwriter of, or dealer in, the shares of Pluris's common stock, nor is the Grantee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Stock Appreciation Rights;
(u) the Grantee has made an independent examination and investigation of an investment in the Stock Appreciation Rights and Pluris and has depended on the advice of its legal and financial advisors and agrees that Pluris will not be responsible in anyway whatsoever for the Grantee's decision to acquire the Stock Appreciation Rights;
(v) if the Grantee is acquiring the Stock Appreciation Rights as a fiduciary or agent for one or more investor accounts, the Grantee has sole investment discretion with respect to each such account, and the Grantee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(w) the Grantee is not aware of any advertisement of any of the Stock Appreciation Rights and is not acquiring the Stock Appreciation Rights as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(x) no person has made to the Grantee any written or oral representations:
(i) that any person will resell or repurchase any of the Stock Appreciation Rights,
(ii) that any person will refund the purchase price of any of the Stock Appreciation Rights,
(iii) as to the future price or value of any of the Stock Appreciation Rights, or
(iv) that any of the Stock Appreciation Rights will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Stock Appreciation Rights of Pluris on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of Pluris's common stock on the OTC Bulletin Board; and
(yu) In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Stock Appreciation Rights Agreement (Pluris Energy Group Inc)
