Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows:
(a) The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need in the foreseeable future to sell the Offered Shares. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased of Offered Shares, and the undersigned has sufficient net worth to sustain a loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
(c) The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been made available to the undersigned.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned.
(e) The Offered Shares will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no history of operation and no earnings and...
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company that:
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company and each officer, director, and agent of the Company that:
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company as follows:
(a) The undersigned understands that the following information is being furnished to determine whether sales of the Shares may be made to the undersigned pursuant to Section 4(2) of the Securities Act of 1933 (the "1933 Act") and applicable state securities laws. The undersigned understands that the information contained herein will be relied upon for purposes of such determination, and the Shares will not be registered under the 1933 Act in reliance upon the exemption from registration provided by Section 4(2)
Representations, Warranties and Covenants of the Undersigned. The undersigned represents, warrants and agrees with Flextronics as follows:
Representations, Warranties and Covenants of the Undersigned. The Undersigned hereby represents and warrants to and covenants with HDG and VCI as follows:
Representations, Warranties and Covenants of the Undersigned. The undersigned makes the following representations and warranties, together with the representations made by the undersigned in the Purchaser Questionnaire attached hereto (which representations are incorporated herein by this reference), and undertakes to perform the following covenants, with the intent that they be relied upon by the Company and its counsel, officers, directors, employees and agents in determining the undersigned's suitability as a purchaser of the Units. The undersigned hereby agrees that such representations, warranties and covenants shall survive his/her purchase of the Units. By signing this Agreement, the undersigned represents that he/she has read and acknowledged the representations set forth in this Section 3. If more than one person is signing this Agreement, each representation, each warranty and each covenant made herein shall be a joint and several representation, warranty or covenant of each person.
(a) The undersigned is the sole and true party in interest, is acquiring the Units for his/her own account for investment, is not purchasing the Units subscribed for hereby for the benefit of any other person, and has no present intention of holding or managing the Units with others or of selling, distributing or otherwise disposing of any portion of the Units.
(b) The undersigned (i) is a citizen of the United States, (ii) is, if a natural person, at least 21 years of age and (iii) is a bona fide permanent resident of and is domiciled in the state set forth on the signature page hereof and has no present intention of becoming a resident of any other state or jurisdiction.
(c) The undersigned is aware that an investment in the Units is highly speculative and subject to substantial risks. The undersigned has adequate means of providing for his/her current needs and possible contingencies, and is able to bear the high degree of economic risk of this investment, including, but not limited to, the possibility of the complete loss of the undersigned's entire investment and the limited transferability of the Units, which may make the liquidation of this investment impossible for the indefinite future.
(d) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and making an informed investment decision.
(e) The undersigned understands that none of the Units, the Debentures, the Conversion Shares, the Warrants or the Warrant Sh...
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to, and covenants with, the Issuer that:
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company and its officers, directors, agents and employees, as follows: Initial A bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; Initial A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; Initial An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; Initial A director or executive officer of the issuer of the securities being offered or sold; Initial
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company and its officers, directors, agents and employees, as follows:
(a) The undersigned is an "accredited investor", as defined in Regulation D as promulgated pursuant to the Securities Act of 1933, as amended (the "1933 Act"), and certain state securities laws, and has initialed each of the following definitions which are applicable to the undersigned. The undersigned is (initial one or more): _______ Initial
(1) A bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; _______ Initial
(2) A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; _______ Initial
(3) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; _______ Initial
(4) A director or executive officer of the issuer of the securities being offered or sold; _______ Initial
(5) A natural person whose individual net worth, or joint net w...
