Securities Act Representations. (i) The Purchaser is an accredited investor (as defined in Rule 501 of the Securities Act) and is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment. The Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.
Securities Act Representations. Each STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):
Securities Act Representations. Except as set forth on Schedule 5.34, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):
Securities Act Representations. Buyer is acquiring the Purchased Interests for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). Buyer has no present intention of selling, granting any participation in, or otherwise distributing any of the Purchased Interests otherwise than pursuant to an effective registration statement under the Securities Act or in a transaction exempt from the registration requirements under the Securities Act and applicable state securities laws. Buyer has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Purchased Interests.
Securities Act Representations. Purchaser is aware that the sale of the Securities is being made in reliance on a private placement exemption from registration under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Purchaser is acquiring the Securities (and any shares of Company Common Stock issuable upon conversion or exercise of the Securities) for Purchaser’s own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) in violation of the Securities Act. Purchaser is able to fend for itself in the transactions contemplated herein. Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) and is capable of bearing the economic risks of such investment. Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
Securities Act Representations. The Company has not offered or sold and will not offer or sell any shares of its Capital Stock in this offering other than to the Investor. Assuming the accuracy of the Investor's representations pursuant to Section 4.02 hereof, the sale of the Common Shares hereunder will be exempt from the registration requirements of the Securities Act. Neither the Company, nor any of its Affiliates, or, to its knowledge, any Person acting on its or their behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Common Shares hereunder. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security other than pursuant to this Agreement under circumstances that would require registration under the Securities Act of the Common Shares to be issued under this Agreement. The Company is eligible to use Form S-3 under the Securities Act to file the Registration Statement (as defined in the Registration Rights Agreement). The Company has not provided the Investor with any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to engaging in the transactions contemplated by the Transaction Documents but that has not been so disclosed.
Securities Act Representations. (a) Each Shareholder represents that he or it understands that the Common Stock and Preferred Stock (collectively, the "Scoop Stock") to be issued and delivered to him at Closing pursuant to this Agreement will not have been registered pursuant to the registration requirements of the Securities Act and that the resale of all shares of Scoop Stock is subject to Rule 145 of the rules and regulations thereunder. Each Shareholder represents that he or it is acquiring the Scoop Stock for its own account, not as a nominee or agent, and not with a view to the distribution thereof in violation of applicable securities laws. Each Shareholder has been advised that as of the date hereof he may be deemed to be an "affiliate" of Scoop, as that term is defined for purposes of paragraphs (c) and (d) of Rule 144 and 145 and each Shareholder represents that he or it has been advised that, as a result, the Scoop Stock must be held indefinitely unless a sale of the Scoop Stock is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Each Shareholder further represents that he or it has been advised that since the Scoop Stock has not been registered under the Securities Act, the Scoop Stock must be held indefinitely unless (i) the distribution of the Scoop Stock has been registered under the Securities Act, (ii) a sale of the Scoop Stock is made in conformity with the holding period, volume and other limitations of Rule 144 promulgated by the Commission under the Securities Act, or (iii) in the opinion of counsel reasonably acceptable to Scoop, some other exemption from registration is available with respect to any proposed sale, transfer or other disposition of the Scoop Stock.
Securities Act Representations. A. Holder represents and warrants that this Warrant is being acquired for its own account and not with a view to, or for sale in connection with, any distribution thereof or in violation of the 1933 Act or any other securities laws that may be applicable.
Securities Act Representations. (a) Such Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, an Institutional Account as defined in FINRA Rule 4512(c) and a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including such Purchaser’s participation in the transactions contemplated in the Transaction Documents. Such Purchaser acknowledges that it can bear the substantial economic risks, including but not limited to the complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters generally that it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Purchaser has had an opportunity to receive, review and understand all information related to the Company and its Subsidiaries requested by it and to ask questions of and receive answers from the Company regarding the Company and its Subsidiaries, their respective businesses and the terms and conditions of the offering of the Securities, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that it has had an opportunity to review the Company’s publicly available information and other information provided to it. Based on the information such Purchaser has reviewed or received and deemed appropriate, and without reliance upon the Placement Agent, it has independently made its own analysis and decision to enter into the transactions contemplated in the Transaction Documents, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except for the representations, warranties and agreements of the Company expressly set forth in the Agreement, such Purchaser is relying exclusively on their own sources of information, investment analysis and due diligence (including professional advice such Purchaser deems appropriate) with respect to the transactions contemplated in the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Such Purchaser has also determined based on their o...
Securities Act Representations. Buyer understands that the issuance to Buyer of the HIL Shares as contemplated hereby is intended to be exempt from registration under the Securities Act. Buyer is not intending to, and will not offer or distribute the HIL Shares acquired hereunder or any interest therein except in compliance with the Securities Act. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the HIL Shares and Buyer is capable of bearing the economic risks of such investment, including a complete loss thereof. Buyer has been given the opportunity to ask questions of and receive answers from Seller concerning Seller, HIL and the HIL Shares. Buyer has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the HIL Shares and Seller has made available to Buyer or its agents all documents and information relating to an investment in the HIL Shares requested by or on behalf of Buyer. In evaluating the suitability of an investment in the HIL Shares, Buyer has not relied upon any representations (other than the representations and warranties of Seller contained herein) or other information (other than as contemplated by the preceding sentences), whether oral or written, made by or on behalf of Seller. Buyer is an "accredited investor" as such term is defined in Regulation D under the Securities Act.
