Securities Act Representation. At the time the Registration Statement became effective and at all times subsequent thereto up to and including the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus and any amendment or supplement thereto contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and conformed and will conform in all material respects to the requirements of the Act and the Regulations; neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, during such time period and on such dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Act and the Regulations and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto.
Securities Act Representation. At the time the Registration Statement becomes effective and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus and any amendment or supplement thereto, and will conform in all material respects to the requirements of the Act and the Regulations; neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, on such dates, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Act and the Regulations. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished (or not furnished in the case of an omission) to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto.
Securities Act Representation. The Investor represents and warrants that (please check one as appropriate): x (A) (i) it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act (an Accredited Investor), (ii) it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D thereunder and (iii) it is acquiring the Subject Notes (x) for its own account (and not for the account of any family or other trust, any family member or any other Person), (y) for the account of a trust that is an Accredited Investor and the signatory hereto is the trustee of such trust or (z) for one or more accounts, each of which is an Accredited Investor and the signatory hereto is an agent of each such account with express authority to execute this Agreement on behalf of each such account, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and the Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization; provided that the Issuer acknowledges that the Class A Notes will be sold pursuant to a repurchase transaction entered on the Closing Date; or ¨ (B) (i) it is a person that is not a "U.S. person" as defined in Regulation S under the Securities Act, (ii) it is acquiring the Subject Notes in reliance on an exemption from registration pursuant to Regulation S and (iii) it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a non-U.S. person and as to each of which it exercises sole investment discretion.
Securities Act Representation. As of the Closing hereunder, the Purchaser will be an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act. The Purchaser is not purchasing the Shares with a view to a distribution or resale of any of such securities in violation of any applicable securities laws.
Securities Act Representation. Each Shareholder is acquiring the TTIS Common Stock solely for investment purposes, with no intention of distributing or reselling any such stock or any interest therein. Each Shareholder is aware that the TTIS Common Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that neither the TTIS Common Stock nor any interest therein may be sold, pledged, or otherwise transferred unless the TTIS Common Stock is registered under the Securities Act or qualifies for an exemption under the Securities Act.
Securities Act Representation. Each Purchaser shall have delivered to the Company an executed statement in the form contained in SCHEDULE C hereto.
Securities Act Representation. At the time the Registration Statement became effective and at all times subsequent thereto up to and including the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus and any amendment or supplement thereto contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and conformed and will conform in all material respects to the requirements of the Act and the Regulations; neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, during such time period and on such dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriter expressly for use in the Registration Statement or Prospectus or any amendment thereof or supplement thereto.
Securities Act Representation. Each of the Interestholders is acquiring the Stock Consideration solely for investment purposes, with no intention of distributing or reselling any such stock or any interest therein. Each such Interestholder is aware that the Stock Consideration will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that neither the Stock Consideration nor any interests therein may be sold, pledged, or otherwise transferred unless the Stock Consideration is registered under the Securities Act or qualifies for an exemption under the Securities Act. Each such Interestholder hereby consents that a legend shall be placed upon all certificates for the Stock Consideration providing substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED." In addition, each Interestholder (i) further consents to stop transfer instructions being placed against all certificates representing the Stock Consideration, (ii) has had an opportunity to ask questions of OPTIGENEX or its management concerning OPTIGENEX and its financial condition and any such questions were answered to his complete satisfaction and (iii) has such expertise and knowledge in financial and business matters that he is capable of evaluating the merits and risks of an investment in OPTIGENEX.
Securities Act Representation. Each of the Agent and the Banks represents to the Borrower that it is an “accredited investor” within the meanings of Rule 501(a) of Regulation D and is acquiring its interest in the Pledged Securities hereunder as security for the Obligations and not with a view to any sale or distribution thereof within the meaning of the Act.
Securities Act Representation. Purchaser was not formed or organized ----------------------------- for the purpose of purchasing shares of Common Stock and is an "accredited investor" as defined in Rule 501 promulgated as part of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser is not purchasing shares of Common Stock with a view to a distribution or resale of any of such shares in violation of any applicable securities laws. In making his or its decision to invest in shares of Common Stock, such Purchaser has relied upon independent investigations made by such Purchaser and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Purchaser's representatives, including such Purchaser's own legal, accounting, investment, financial, tax and other professional advisors and such Purchaser has been afforded an opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the current financial and operational condition of the Company, the Company's prospects, the terms of each of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby and such Purchaser's investment in such shares of Common Stock.
