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): (a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution; (b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss; (c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock; (d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement; (e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction; (f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act; (g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and (h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stock.
Appears in 8 contracts
Samples: Merger Agreement (Enfinity Corp), Merger Agreement (Enfinity Corp), Merger Agreement (Enfinity Corp)
Securities Act Representations. Except as set forth on Schedule 5.34, the Each STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):
(a) acknowledges and agrees that (x) the shares of HOLDING CTS Stock to be delivered to the such STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" lawsAct, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING CTS Stock to be acquired by the such STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING CTS Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING CTS Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING CTS Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING CTS Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDINGCTS's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had an adequate opportunity to ask questions and received receive answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDINGCTS, (ii) the plans for the operations of the business of HOLDINGCTS, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionlike;
(f) represents and warrants that (i) such STOCKHOLDER it is either an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) or, after taking into consideration the information and advice provided the to such STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities ActCTS Stock;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING CTS regarding an investment in the HOLDING CTS Stock; and
(h) acknowledges and agrees that the HOLDING CTS Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATIONCONDOR TECHNOLOGY SOLUTIONS, INC., AN OPINION OF COUNSEL TO ENFINITY CORPORATION CONDOR TECHNOLOGY SOLUTIONS, INC. STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The Such STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The Such STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING CTS Stock.
Appears in 5 contracts
Samples: Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP)
Securities Act Representations. Except as set forth on Schedule 5.34, The Investor hereby ------------------------------ represents and warrants to the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):Company that:
(a) acknowledges and agrees that (x) the shares Investor is an "accredited investor" within the meaning of HOLDING Stock to be delivered to Regulation D [and] [or] a "qualified institutional buyer" within the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention meaning of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distributionRule 144A;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
Investor (c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trusteesi) has such knowledge and experience in financial and business matters such that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of purchasing the proposed investment in securities acquired hereunder, (ii) has been furnished any and all materials has requested relating to the HOLDING StockCompany or the offering of these securities and the Investor has been afforded the opportunity to ask questions of the senior management and directors of the Company concerning the terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of the information provided to the Investor, and (iii) is satisfied that the Investor has received adequate information with respect to all matters that the Investor considers material to the Investor's decision to make this investment;
(c) the Investor is purchasing the securities to be acquired hereunder for its own account, with no present intention of transferring, distributing or reselling such securities, or any part thereof;
(d) represents the Investor understands that the securities to be acquired under this Agreement have not been registered under the Securities Act or under the Laws of any jurisdiction, and warrants that it has had an adequate opportunity the Company does not contemplate and, except as set forth herein, is under no obligation to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreementso register such securities;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning the Investor is aware that: (i) investment in the background Company involves a high degree of risk, lack of liquidity and experience substantial restrictions on transferability of the current and proposed officers and directors of HOLDING, interest; (ii) no Governmental Entity has made any finding or determination as to the plans fairness for investment by the operations public, nor has it made any recommendation or endorsement of the business of HOLDING, securities to be acquired hereunder; and (iii) such securities must be held indefinitely unless they are subsequently registered under the business, operations and financial condition Securities Act or an exemption from registration under the Securities Act covering the sale of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionShares is available;
(f) represents the Investor has sufficient financial resources available to support the loss of all or a portion of the Investor's investment in the Company, has no need for liquidity in the investment in the Company and warrants is able to bear the economic risk of the investment; and
(g) the Investor has received, reviewed and understands the section entitled "Risk Factors" contained in the Registration Statement, and the Investor further acknowledges that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under prior to the 0000 Xxx) and execution of a definitive underwriting agreement neither the Company nor any other Person has made any commitment or agreement that said Registration Statement will become effective or that the initial public offering described therein will occur at a particular price or within a particular range of prices or occur at all; (ii) after taking into consideration there can be no assurance that the information and advice provided the STOCKHOLDER, such STOCKHOLDER (initial public offering described therein will occur at a particular price or for those STOCKHOLDERS that are trusts, its trustee within a particular range of prices or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock occur at all; and (iii) for any STOCKHOLDER that is a trust and is the Notes are not an "accredited investor", being offered pursuant to such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING StockRegistration Statement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Careside Inc), Securities Purchase Agreement (Careside Inc)
Securities Act Representations. Except If any Transaction and/or the instrument underlying a Transaction is not otherwise exempt from the registration requirements of the United States Securities Act of 1933, as set forth on Schedule 5.34amended (the “Securities Act”), then each party makes the STOCKHOLDER alonefollowing representations, warranties and covenants with respect to such Transaction, and such representation, warranties and covenants shall remain in full force and effect whenever the offeree or buyer of the Transaction and/or the offeree or buyer of the instrument underlying the Transaction (the “Offeree”) shall enter into a Transaction, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):make any payment or delivery relating to a Transaction:
(aA) acknowledges and agrees that (x) Each party is entering into the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely Transaction for its own account, for investment purposes onlyaccount as principal, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection not with a distributionview to, or for, resale, distribution or fractionalization thereof, in whole or in part;
(bB) Each party acknowledges its understanding that the offer and agrees that it knows and understands that an investment in sale of any Transaction with the HOLDING Stock other party is a speculative investment which involves a high degree intended to be exempt from registration under the Securities Act, by virtue of risk Section 4(2) of loss;
(c) the Securities Act. In furtherance thereof, each party represents and warrants to the other party that (i) it is able has the financial ability to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreementits investment, can afford to sustain including a total loss of such investment its entire investment, and (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act, (or for those STOCKHOLDERS that are trusts, its trustee or trusteesiii) it has such the knowledge and experience of investing in financial instruments similar to the Transaction and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the risks and merits and risks of the proposed investment in the HOLDING Stock;
(d) represents Transaction and warrants that it has, or has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDERrequest, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters information as it deemed necessary to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", make such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stockevaluation; and
(hC) acknowledges and agrees Each party understands that the HOLDING Stock shall bear Transaction has not been, and is not intended to be, registered under the following legend Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless an exemption for such resale, pledge, assignment or disposition is available. Neither party is obliged to register the Transaction or to assist the Offeree in addition to complying with any exemption from registration under the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is Securities Act or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockstate securities laws.
Appears in 2 contracts
Samples: Master Agreement, Master Agreement (ETFS Collateralized Commodities Trust)
Securities Act Representations. Except as set forth on Schedule 5.34(a) Such Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (an Institutional Account as defined in FINRA Rule 501(h4512(c) promulgated under 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 0000 Xxx):
(a) transactions contemplated in the Transaction Documents. Such Purchaser acknowledges and agrees that (x) it can bear the shares of HOLDING Stock to be delivered substantial economic risks, including but not limited to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for complete loss of its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents Securities and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and or business matters generally that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in contemplated hereby. Such Purchaser has had an opportunity to receive, review and understand all information related to the HOLDING Stock;
(d) represents Company and warrants 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 adequate opportunity to review the Company’s publicly available information and other information provided to ask questions it. Based on the information such Purchaser has reviewed or received and receive answers concerning any deemed appropriate, and all matters relating 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 described 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 own independent review and such professional advice they deem appropriate that the purchase of the Securities and participation in the transactions contemplated in the Transaction Documents (i) HOLDING's private placement memorandum are fully consistent with such Purchaser’s financial needs, objectives and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDINGcondition, (ii) the plans for the operations of the business of HOLDINGcomply and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Purchaser, (iii) the business, operations have been duly authorized and financial condition of the Other Founding Companiesapproved by all necessary action, and (iv) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities.
(b) The Securities to be received by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any plans for additional acquisitions part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Such Purchaser is not a broker-dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the like rules and regulations promulgated thereunder. Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment.
(2c) it Such Purchaser has received all such relevant information not taken any of the actions set forth in, and has asked any and all questions is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.
(d) Such Purchaser did not learn of the investment in the nature described Securities as a result of any general solicitation or general advertising.
(e) Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the preceding clause Securities was made (1if an entity) and all questions have been answered to are located at the address immediately below such Purchaser’s name on its satisfaction;signature page hereto.
(f) Purchaser represents and warrants that Purchaser is not (i) such STOCKHOLDER is an "accredited investor" a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDERCuban Assets Control Regulations, such STOCKHOLDER (31 C.F.R. Part 515, or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Purchaser is permitted to do so under applicable law. Purchaser represents that if it is a trust financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and is not an "accredited investor"its implementing regulations (collectively, such STOCKHOLDER counts as one purchaser for purposes of Rule 506 the “BSA/PATRIOT Act”), that Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the Securities BSA/PATRIOT Act;
(g) . Purchaser also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Purchaser further represents and warrants that, to its knowledgethe extent required, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures it maintains policies and procedures reasonably designed to ensure that the funds held by Purchaser and used to purchase the Securities were legally derived.
(includingg) Purchaser has, without limitationand at the Closing will have, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in sufficient funds to pay the HOLDING Stock; andpurchase price pursuant to Section 2.1.
(h) acknowledges All of the information contained in the Purchaser Questionnaire and agrees the Selling Stockholder Questionnaire completed and delivered by such Purchaser shall be true and correct as of the date that such questionnaires are completed and delivered, the HOLDING Stock shall bear Closing Date, and the following legend filing date and effective date of the Registration Statement (as defined in addition the Registration Rights Agreement); provided that such Purchaser may update the Selling Stockholder Questionnaire by providing written notice thereof to the legend required under Section 15 Company before the filing date and the effective date of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stocksuch Registration Statement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Chicago Pacific Founders UGP, LLC), Securities Purchase Agreement (P3 Health Partners Inc.)
Securities Act Representations. Except as set forth on Schedule 5.34, The Investor hereby represents ------------------------------ and warrants to the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):Company that:
(a) acknowledges and agrees that (x) the shares Investor is an "accredited investor" within the meaning of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distributionRegulation D;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
Investor (c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trusteesi) has such knowledge and experience in financial and business matters such that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of purchasing the proposed investment in securities acquired hereunder, (ii) has been furnished any and all materials which it has requested relating to the HOLDING StockCompany or the offering of these securities and the Investor has been afforded the opportunity to ask questions of the senior management and directors of the Company concerning the terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of the information provided to the Investor, and (iii) is satisfied that the Investor has received adequate information with respect to all matters that the Investor considers material to the Investor's decision to make this investment;
(c) the Investor has purchased the securities to be acquired hereunder for its own account and has not transferred, distributed or resold such securities, or any part thereof;
(d) represents the Investor understands that the securities to be acquired under this Agreement have not been registered under the Securities Act or under the Laws of any jurisdiction, and warrants that it has had an adequate opportunity the Company does not contemplate and, except as set forth herein, is under no obligation to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreementso register such securities;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning the Investor is aware that: (i) investment in the background Company involves a high degree of risk, lack of liquidity and experience substantial restrictions on transferability of the current and proposed officers and directors of HOLDING, interest; (ii) no Governmental Entity has made any finding or determination as to the plans fairness for investment by the operations public, nor has it made any recommendation or endorsement of the business of HOLDING, securities to be acquired hereunder; and (iii) such securities must be held indefinitely unless they are subsequently registered under the business, operations and financial condition Securities Act or an exemption from registration under the Securities Act covering the sale of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionShares is available;
(f) represents the Investor has sufficient financial resources available to support the loss of all or a portion of the Investor's investment in the Company, has no need for liquidity in the investment in the Company and warrants is able to bear the economic risk of the investment; and
(g) the Investor has received, reviewed and understands the section entitled "Risk Factors" contained in the Registration Statement, and the Investor further acknowledges that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under prior to the 0000 Xxx) and execution of a definitive underwriting agreement neither the Company nor any other Person has made any commitment or agreement that said Registration Statement will become effective or that the initial public offering described therein will occur at a particular price or within a particular range of prices or occur at all; (ii) after taking into consideration there can be no assurance that the information and advice provided the STOCKHOLDER, such STOCKHOLDER (initial public offering described therein will occur at a particular price or for those STOCKHOLDERS that are trusts, its trustee within a particular range of prices or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock occur at all; and (iii) for any STOCKHOLDER that is a trust and is the securities to be acquired hereunder are not an "accredited investor", being offered pursuant to such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING StockRegistration Statement.
Appears in 1 contract
Securities Act Representations. Except Dolphin hereby acknowledges, represents, warrants and covenants to the Company 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):follows:
(a) acknowledges and agrees that Dolphin understands that: (xi) the shares offering and sale of HOLDING the Preferred Stock to be delivered issued and sold hereunder is intended to be exempt from the STOCKHOLDER pursuant registration requirements of the Act; and (ii) the sale of the Preferred Stock to this Agreement have be issued and sold hereunder has not been and will not be registered under the 1933 Act or any state other applicable securities or "blue sky" laws, laws and therefore such securities may not be sold, transferred or otherwise conveyed without compliance with resold only if registered under the 1933 Act and all any other applicable state securities laws or "blue sky" laws, or pursuant to if an exemption therefrom and from such registration requirements is available.
(yb) Dolphin represents that the HOLDING Preferred Stock to be acquired by the STOCKHOLDER Dolphin pursuant to this Agreement is being acquired solely for its own accountaccount and not with a view to, or for investment purposes onlysale in connection with, and with no present intention of distributing, selling any distribution thereof or otherwise disposing in violation of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees Act or any other securities laws that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;may be applicable.
(c) Dolphin represents that Dolphin (i) is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act, and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trusteesii) has such sufficient knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (so as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an its investment in the HOLDING Common Stock and (iii) for any STOCKHOLDER that is capable of bearing the economic risks of such investment, including a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes complete loss of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; andCommon Shares.
(hd) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER Dolphin acknowledges that the effect Act restricts the transferability of securities, such as the Preferred Stock, issued in reliance upon the exemption from the registration requirements of the foregoing legend, among other things, is or may be to limit or destroy the value Act provided by Section 4(2) thereunder.
(e) For purposes of the certificate for Merger Agreement, Braidol Acquisition Corp. (“Braidol”) hereby consents to the transactions contained in this Agreement, including the sale of the Preferred Stock and the use of the net proceeds in accordance with Section 4.06 hereof. For purposes of sale or use the Merger Agreement, each of Dolphin and Braidol hereby waives breaches of the following provisions of the Merger Agreement caused solely by the transactions expressly covered hereby: the second sentence of Section 4.5; subsections (b), (e), (j), (q) and (r) of section 4.10; Section 4.11; Section 4.19; Section 4.21 (provided that a true and correct copy of each agreement that as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against of the HOLDING Stockdate hereof would constitute a Material Contract, as defined in such section, has been provided to Dolphin); Section 4.22; Xxxxxxx 0.00; xxxxxxxxxxx (x), (x), (x), (x), (x), (x), (x), (x), (x), (x) and, with respect to such other subsections, (s) of Section 6.01; and, with respect to the foregoing, Sections 8.2 and 9.1.
Appears in 1 contract
Samples: Equity Line Financing Agreement (Boston Restaurant Associates Inc)
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):
(a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and except for distributions to beneficiaries of the Energy Systems Industries, Inc. Stock Sharing Trust permitted by applicable law in connection with the dissolution of such Trust, with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stock.
Appears in 1 contract
Samples: Merger Agreement (Enfinity Corp)
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):
(a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER Such Holder is an "“accredited investor" (” as defined in Rule 501(a) promulgated under the 0000 Xxx) and Securities Act;
(ii) after taking into consideration Such Holder is not relying on any communication (written or oral) of the Company or any of its Affiliates as investment or tax advice or as a recommendation to purchase the Notes. It is understood that information and explanations related to the terms and conditions of this Agreement provided by the Company or any of its Affiliates shall not be considered investment or tax advice provided or a recommendation to execute and deliver this Agreement, and that neither the STOCKHOLDERCompany nor any of its Affiliates is acting or has acted as an advisor to the Holder in deciding to execute and deliver this Agreement;
(iii) Such Holder is familiar with the business and financial condition and operations of the Company, the Guarantors and the Subsidiaries of the Company, all as generally described in the 2021 and 2020 Financial Reports. The Holder has had access to and has reviewed the 2021 Offering Memorandum and Consent Solicitation Statement (TIP Notes) and the 2021 Consent Solicitation Statement (Notes), the Transaction Documents to be entered into to give effect to, or otherwise related to, the 2021 Exchange Offer Transactions, and such STOCKHOLDER other information concerning the Company, the Guarantors and the Subsidiaries of the Company and the Notes as it deems necessary to enable it to make an informed investment decision concerning the execution and delivery of this Agreement and the other Transaction Documents to be executed and delivered in connection herewith;
(or for those STOCKHOLDERS that are trustsiv) Such Holder has such knowledge, its trustee or trustees) has the requisite knowledge skill and experience in business, financial and business investment matters to be that such Holder is capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER Notes. With the assistance of such Holder’s own professional advisors, to the extent that is a trust and is not an "accredited investor"such Holder has deemed appropriate, such STOCKHOLDER counts Holder has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Notes and the consequences of this Agreement. Such Holder has considered the suitability of the Notes as one purchaser an investment in light of its own circumstances and financial condition and such Holder is able to bear the risks associated with an investment in the Notes and its authority to invest in the Notes and to execute and deliver this Agreement;
(v) Such Holder is acquiring the Notes solely for purposes the Holder’s own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of Rule 506 the Notes. The Holder understands that the Notes have not been registered under the Securities Act or any state securities or “Blue Sky” laws by reason of specific exemptions under the provisions thereof and may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act;
(g) represents , and warrants that, such Holder understands that the Company is not required to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, register the Notes. Such Holder is able to bear any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding loss associated with an investment in the HOLDING StockNotes;
(vi) Such Holder understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements; and
(hvii) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition Notwithstanding anything to the legend required under contrary, the representations and warranties of such Holder do not limit or modify the representations and warranties of the Company, the Guarantor and the Subsidiaries of the Company in Section 15 9.01 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that Agreement or the effect right of the foregoing legend, among other things, is or may be such Holder to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockrely on such representations and warranties.
Appears in 1 contract
Samples: Note Purchase Agreement (Trilogy International Partners Inc.)
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):
(a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing As of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this AgreementClosing Dates hereunder, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is Investor will be an "accredited investor" (as defined in Rule 501(a) 501 promulgated as part of Regulation D under the 0000 Xxx) Securities Act, and, by reason of its business and (ii) after taking into consideration the information and advice provided the STOCKHOLDERfinancial experience, it has such STOCKHOLDER (or for those STOCKHOLDERS that are trustsknowledge, its trustee or trustees) has the requisite knowledge sophistication and experience in business and financial and business matters as to be capable of evaluating the merits and risks of an the transactions contemplated by this Agreement and the other agreements contemplated hereby, is able to bear the economic risk of such investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is able to afford a complete loss of its Purchase Price. Such Investor has been given access to all Company documents, records and other information, has received physical delivery of all such documents, records and information which such Investor has requested, and has had adequate opportunity to ask questions of, and receive answers from, the Company's officers, employees, agents, accountants and representatives concerning the Company's business, operations, financial condition, assets, liabilities and all other matters relevant to the purchase of the Bridge Notes and the Common Stock by such Investor pursuant to this Agreement.
(b) Such Investor is purchasing its respective portion of the Bridge Notes and the shares of Common Stock, as the case may be, pursuant to the Pro Rata Exercise, Bridge Funding and Standby Commitment for its own account, for investment purposes and not an "accredited investor"with a view to a distribution or resale of any of such securities in violation of any applicable securities laws. Such Investor will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Bridge Notes or any shares of Common Stock acquired pursuant to this Agreement (or solicit any offers to buy, purchase or otherwise acquire any of such STOCKHOLDER counts as one purchaser for purposes Bridge Notes or shares of Rule 506 under Common Stock), except in compliance with Section 4.1 of this Agreement and with the provisions of each of the Securities Act;
(g) represents , the Exchange Act and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockapplicable state securities laws.
Appears in 1 contract
Samples: Purchase Agreement (CCC Information Services Group Inc)
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):
(a) acknowledges and agrees CCR represents that (x) it understands that the shares of HOLDING CWM Common Stock to be issued and delivered to the STOCKHOLDER it at Closing pursuant to this Agreement have not been and will not be have been registered pursuant to the registration requirements of the Securities Act and that the resale of all shares of CWM Common Stock is subject to Rule 144 of the rules and regulations thereunder or registration under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with Securities Act. CCR represents that it is acquiring the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING CWM Common Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes onlynot as a nominee or agent, and not with no present intention a view to the distribution thereof in violation of distributingapplicable securities laws. CCR further represents that it has been advised and understands that since the CWM Common Stock has not been registered under the Securities Act, selling or otherwise disposing the CWM Common Stock must be held indefinitely unless (A) the distribution of the HOLDING CWM Common Stock has been registered under the Securities Act, (B) a sale of the CWM Common Stock is made in connection conformity with a distribution;the holding period, volume and other limitations of Rule 144 promulgated by the SEC under the Securities Act, or (C) in the opinion of counsel reasonably acceptable to CWM REIT, some other exemption from
(b) acknowledges constituting the Share Consideration and agrees that it knows and understands that an investment in a legend setting forth the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear following restrictions on transfer will be set forth on the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans certificates for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated CWM Common Stock issuable under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radioArticle 4, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreementsubstitutions therefor: "THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (THE 'ACT'), AS AMENDED (AMENDED, OR UNDER THE "ACT")SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND EVIDENCED BY THIS CERTIFICATE NOR ANY INTEREST THEREIN MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, SOLD OR OTHERWISE PLEDGED, DISTRIBUTED, APPOINTED HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE (i) REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS ANDOR (ii) A VALID EXEMPTION THEREFROM."
(c) CCR represents that it has such knowledge and experience in financial and business affairs that it is capable of evaluating, IF REQUIRED BY ENFINITY CORPORATIONalone, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTthe merits and risks of an investment in CWM REIT. The STOCKHOLDER acknowledges CCR represents that it has received and reviewed copies of (i) the effect most recent annual report on Form 10-K, (ii) the three most recent quarterly reports on Form 10-Q, (iii) any current reports on Form 8-K since December 31, 1995, in each case as filed by CWM REIT under the Exchange Act, and (iv) the most recent annual report to stockholders of CWM REIT. CCR represents that it has had an opportunity to ask questions and receive answers concerning the terms of this Agreement, the Cooperation Agreement and the Registration Rights Agreement and the foregoing legend, among information provided by CWM REIT and to obtain any other things, is information from CWM REIT as CCR deems necessary or may be to limit or destroy appropriate in connection with evaluating the value merits of the certificate for purposes of sale or use as loan collateralan investment in CWM REIT. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stock.ARTICLE 7
Appears in 1 contract
Samples: Agreement and Plan of Merger (Countrywide Credit Industries Inc)
Securities Act Representations. Except as set forth on Schedule 5.34, the The STOCKHOLDER alone, or together with such the STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):
(a) acknowledges and agrees that (x) the shares of HOLDING CTS Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" lawsAct, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING CTS Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING CTS Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING CTS Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING CTS Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING CTS Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDINGCTS's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had an adequate opportunity to ask questions and received receive answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDINGCTS, (ii) the plans for the operations of the business of HOLDINGCTS, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionlike;
(f) represents and warrants that (i) such STOCKHOLDER it is either an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) or, after taking into consideration the information and advice provided to the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities ActCTS Stock;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING CTS regarding an investment in the HOLDING CTS Stock; and
(h) acknowledges and agrees that the HOLDING CTS Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATIONCONDOR TECHNOLOGY SOLUTIONS, INC., AN OPINION OF COUNSEL TO ENFINITY CORPORATION CONDOR TECHNOLOGY SOLUTIONS, INC. STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING CTS Stock.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Condor Technology GRP)
Securities Act Representations. Except as set forth on Schedule 5.34, The Investor hereby ------------------------------ represents and warrants to the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):Company that:
(a) acknowledges and agrees that (x) the shares Investor is an "accredited investor" within the meaning of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distributionRegulation D;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
Investor (c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trusteesi) has such knowledge and experience in financial and business matters such that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of purchasing the proposed investment in securities acquired hereunder, (ii) has been furnished any and all materials which it has requested relating to the HOLDING StockCompany or the offering of these securities and the Investor has been afforded the opportunity to ask questions of the senior management and directors of the Company concerning the terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of the information provided to the Investor, and (iii) is satisfied that the Investor has received adequate information with respect to all matters that the Investor considers material to the Investor's decision to make this investment;
(c) the Investor has purchased the securities to be acquired hereunder for its own account and has not transferred, distributed or resold such securities, or any part thereof;
(d) represents the Investor understands that the securities to be acquired under this Agreement have not been registered under the Securities Act or under the Laws of any jurisdiction, and warrants that it has had an adequate opportunity the Company does not contemplate and, except as set forth herein, is under no obligation to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreementso register such securities;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning the Investor is aware that: (i) investment in the background Company involves a high degree of risk, lack of liquidity and experience substantial restrictions on transferability of the current and proposed officers and directors of HOLDING, interest; (ii) no Governmental Entity has made any finding or determination as to the plans fairness for investment by the operations public, nor has it made any recommendation or endorsement of the business of HOLDING, securities to be acquired hereunder; and (iii) such securities must be held indefinitely unless they are subsequently registered under the business, operations and financial condition Securities Act or an exemption from registration under the Securities Act covering the sale of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionShares is available;
(f) represents the Investor has sufficient financial resources available to support the loss of all or a portion of the Investor's investment in the Company, has no need for liquidity in the investment in the Company and warrants is able to bear the economic risk of the investment; and
(g) the Investor has received, reviewed and understands the section entitled "Risk Factors" contained in the Registration Statement, and the Investor further acknowledges that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under prior to the 0000 Xxx) and execution of a definitive underwriting agreement neither the Company nor any other Person has made any commitment or agreement that said Registration Statement will become effective or that the initial public offering described therein will occur at a particular price or within a particular range of prices or occur at all; (ii) after taking into consideration there can be no assurance that the information and advice provided the STOCKHOLDER, such STOCKHOLDER (initial public offering described therein will occur at a particular price or for those STOCKHOLDERS that are trusts, its trustee within a particular range of prices or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock occur at all; and (iii) for any STOCKHOLDER that is a trust and is the securities to be acquired hereunder are not an "accredited investor", being offered pursuant to such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING StockRegistration Statement.
Appears in 1 contract
Securities Act Representations. Except as set forth on Schedule 5.34, the The STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):
(a) acknowledges and agrees that (x) the shares of HOLDING CTS Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" lawsAct, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING CTS Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING CTS Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING CTS Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING CTS Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING CTS Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDINGCTS's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had an adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDINGCTS, (ii) the plans for the operations of the business of HOLDINGCTS, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionlike;
(f) represents and warrants that (i) such STOCKHOLDER it is either an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) or, after taking into consideration the information and advice provided to the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities ActCTS Stock;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING CTS regarding an investment in the HOLDING CTS Stock; and
(h) acknowledges and agrees that the HOLDING CTS Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATIONCONDOR TECHNOLOGY SOLUTIONS, INC., AN OPINION OF COUNSEL TO ENFINITY CORPORATION CONDOR TECHNOLOGY SOLUTIONS, INC. STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING CTS Stock.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Condor Technology GRP)
Securities Act Representations. Except as set forth on Schedule 5.34, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (i) Such Purchaser is an accredited investor (as defined in Rule 501(h501 of the Securities Act) promulgated and is aware that the sale of the Shares is being made in reliance on a private placement exemption from registration under the 0000 Xxx):
Securities Act. Such Purchaser is acquiring the Shares (a) acknowledges and agrees that (x) the any shares of HOLDING Class A Common Stock to be delivered to or Series A-1 Preferred Stock issuable upon conversion of the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (yShares) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, and not with a view toward, or for investment purposes onlysale in connection with, and any distribution thereof in violation of any federal or state securities or “blue sky” law, or with no any present intention of distributing, distributing or selling such Shares (or otherwise disposing any shares of Class A Common Stock or Series A-1 Preferred Stock issuable upon conversion of the HOLDING Stock in connection with a distribution;
(bShares) acknowledges and agrees that it knows and understands that an investment in not to reoffer or resell the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it Shares (or for those STOCKHOLDERS that are trusts, its trustee any shares of Class A Common Stock or trusteesSeries A-1 Preferred Stock issuable upon conversion of the Shares) in violation of the Securities Act. Such Purchaser has such sufficient knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (so as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an its investment in such Shares (and any shares of Class A Common Stock or Series A-1 Preferred Stock issuable upon conversion of the Shares) and is capable of bearing the economic risks of such investment. Such Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation, has been offered the opportunity to ask questions of the Company and received answers thereto, as it deemed necessary in connection with its decision to purchase the Shares, has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the HOLDING Stock Shares 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.
(ii) Neither such Purchaser nor any of its Affiliates is acting in concert, and neither such Purchaser nor any of its Affiliates has any agreement or understanding, with any Person that is not an Affiliate of such Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than in connection with the Transactions or with respect to any bona fide loan from one or more financial institutions.
(iii) for any STOCKHOLDER that is a trust and is not Such Purchaser understands that, until such time as the Shares or the Underlying Shares have been sold pursuant to an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 effective registration statement under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or the Shares or Underlying Shares are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares or the Underlying Shares (as applicable) will bear a restrictive legend required under Section 15 of this Agreementsubstantially as follows: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES SUCH SECURITIES UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT 1933, AS AMENDED, AND ANY OTHER APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, OR AN OPINION OF COUNSEL SATISFACTORY TO ENFINITY CORPORATION STATING THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS.” Additionally, if required by the authorities of any state in connection with the issuance or sale of the Shares or Underlying Shares, such Shares or Underlying Shares (as applicable) shall bear the legend required by such state authority.
(iv) Such Purchaser acknowledges that: (A) neither Centerview nor any other Centerview Person has made and independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to Centerview by the Company; (B) in connection with the issue and purchase of the Shares, Centerview has not acted as such Purchaser’s financial advisor or fiduciary; and (C) such Purchaser: (i) understands that the effect Transaction meets the exemptions from filing under FINRA Rule 5123(b)(1)(A) or (J); (ii) is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, an “institutional account” as defined in FINRA Rule 4512(c) and a qualified institutional buyer; (iii) is a sophisticated investor, experienced in investing in similar 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; (iv) has exercised independent judgment in evaluating its participation in the purchase of the foregoing legend, among other things, is or may be to limit or destroy Shares; and (v) understands that the value of Transaction meets the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockinstitutional customer exemption under FINRA Rule 2111(b).
Appears in 1 contract
Securities Act Representations. Except as set forth on Schedule 5.34, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (i) Such Initial Purchaser is an accredited investor (as defined in Rule 501(h501 of the Securities Act) promulgated and is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the 0000 Xxx):
Securities Act. Such Initial Purchaser is acquiring the Notes (a) acknowledges and agrees that (x) the any shares of HOLDING Company Common Stock to be delivered to issuable upon conversion of the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (yNotes) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, and not with a view toward, or for investment purposes onlysale in connection with, and any distribution thereof in violation of any federal or state securities or “blue sky” law, or with no any present intention of distributing, distributing or selling such Notes (or otherwise disposing any shares of Company Common Stock issuable upon conversion of the HOLDING Stock Notes) in connection with a distribution;
(b) acknowledges violation of the Securities Act and agrees that it knows and understands that an investment in not to reoffer or resell the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired Notes except pursuant to this Agreementan exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, can afford to sustain a total loss however, that the disposition of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) Initial Purchaser’s property shall at all times be within such Initial Purchaser’s control). Such Initial Purchaser has such sufficient knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (so as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the HOLDING Stock Notes) and is capable of bearing the economic risks of such investment. Such Initial 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.
(ii) Such Initial Purchaser has no current intent or purpose to take any action that would be a violation of this Agreement.
(iii) for Neither such Initial Purchaser nor any STOCKHOLDER of its Affiliates is acting in concert, and neither such Initial Purchaser nor any of its Affiliates has any agreement or understanding, with any Person that is a trust not an Affiliate of such Initial Purchaser, and is not an "accredited investor"otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition with respect to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Company or its securities, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLDin each case, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is than with respect to any bona fide loan from one or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockmore financial institution.
Appears in 1 contract
Samples: Investment Agreement (Invitae Corp)
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):
(a) acknowledges Each Shareholder represents that he or it understands that the Common Stock and agrees that Preferred Stock (xcollectively, the "Scoop Stock") the shares of HOLDING Stock to be issued and delivered to the STOCKHOLDER him at Closing pursuant to this Agreement have not been and will not be have been registered under pursuant to the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with registration requirements of the 1933 Securities Act and that the resale of all applicable state securities shares of Scoop Stock is subject to Rule 145 of the rules and regulations thereunder. Each Shareholder represents that he or "blue sky" laws, or pursuant to an exemption therefrom and (y) it is acquiring the HOLDING Scoop Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes onlynot as a nominee or agent, and not with no present intention a view to the distribution thereof in violation of distributing, selling or otherwise disposing applicable securities laws. Each Shareholder has been advised that as of the HOLDING 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 connection 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 distribution;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.
(b) acknowledges and agrees Each Shareholder represents that he or it knows has been advised and understands that an investment in stop transfer instructions will be given to Scoop's transfer agents with respect to the HOLDING Scoop Stock is and that a speculative investment which involves a high degree of risk of loss;legend setting forth the applicable restrictions on transfer, if any, will be placed on the certificates for the Scoop Stock issuable under Section 1.1, or any substitutions therefor.
(c) Each Shareholder represents and warrants that he or it is able to bear an "accredited investor" as such term is defined under Regulation D promulgated under the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment Securities Act and that he or it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters affairs that he or it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDINGevaluating, (ii) the plans for the operations of the business of HOLDINGalone, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in Scoop. Each Shareholder represents that he or it has received and reviewed copies of the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 most recent annual report on Form 10-KSB filed by Scoop under the Securities Exchange Act of 1934, as amended (the "Exchange Act;
(g) "). Each Shareholder represents that he or it has had an opportunity to ask questions and warrants that, receive answers concerning the terms of this Agreement and the foregoing information provided by Scoop and to its knowledge, there have been no general obtain any other information from Scoop such Shareholder deems necessary or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published appropriate in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf connection with evaluating the merits of HOLDING regarding an investment in the HOLDING Stock; andScoop.
(hd) acknowledges Each Shareholder represents that he has carefully read this Section 3.3 and agrees that discussed its requirements and other applicable limitations upon his ability to sell, transfer or otherwise dispose of the HOLDING Scoop Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933extent he felt necessary with his counsel and will not make any sale, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect transfer or other disposition of the foregoing legend, among other things, is or may be to limit or destroy the value Scoop Stock in violation of the certificate for purposes of sale Securities Act or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockrules and regulations thereunder.
Appears in 1 contract
Securities Act Representations. Except as set forth on Schedule 5.34, the Each FOUNDING STOCKHOLDER alone, or together with such FOUNDING STOCKHOLDER's "purchaser purchase representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):
(a) acknowledges and agrees that (x) the shares of HOLDING ICC Stock to be delivered to the such FOUNDING STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" lawsAct, and therefore therefore, may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING ICC Stock to be acquired by the such FOUNDING STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING ICC Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING ICC Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING ICC Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING ICC Stock;.
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;.
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had an adequate opportunity to ask questions and received receive answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDINGICC, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding CompaniesICC, and (iviii) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionlike;
(f) represents and warrants that (i) such STOCKHOLDER it is either an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) or, after taking into consideration the information and advice provided the to such FOUNDING STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities ActICC Stock;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisementadvertisements, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING ICC regarding an investment in the HOLDING ICC Stock; and
(h) acknowledges and agrees that the HOLDING ICC Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreementlegend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATIONICC TECHNOLOGIES, INC., AN OPINION OF COUNSEL ACCEPTABLE TO ENFINITY CORPORATION ICC TECHNOLOGIES, INC. AND ITS COUNSEL STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The Such FOUNDING STOCKHOLDER acknowledges acknowledge that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The Such FOUNDING STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING ICC Stock.
Appears in 1 contract
Securities Act Representations. Except as set forth on Schedule 5.34, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (1) Such Purchaser is an accredited investor (as defined in Rule 501(h501 of the Securities Act) promulgated and is aware that the offering and sale of the Notes is being made in reliance on a private placement exemption from registration under the 0000 Xxx):
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. Such Purchaser is acquiring the Notes (a) acknowledges and agrees that (x) the any shares of HOLDING Company Common Stock to be delivered to issuable upon conversion of the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (yNotes) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, and not with a view toward, or for investment purposes onlysale in connection with, and any distribution thereof in violation of any federal or state securities or “blue sky” law, or with no any present intention of distributing, distributing or selling such Notes (or otherwise disposing any shares of Company Common Stock issuable upon conversion of the HOLDING Stock Notes) in connection violation of the Securities Act. Such Purchaser, either alone or together with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreementits representatives, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such sufficient knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (so as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the HOLDING Stock and (iiiNotes) for any STOCKHOLDER that is a trust and is not an "accredited investor", capable of bearing the economic risks of such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;investment.
(g2) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, The Purchaser is not purchasing the Notes as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio, radio or presented at any seminar or meeting whose attendees have been invited by or, to the knowledge of the Purchaser, any other general solicitation or advertisinggeneral advertisement. Purchaser did not become aware of the offering of the Notes through any Current Report on Form 8-K filed by Company with the SEC.
(3) by or on behalf of HOLDING regarding an investment The Purchaser acknowledges that it has been provided a reasonable opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and has reviewed the Company Reports (including the risk factors contained in the HOLDING StockCompany’s annual report on Form 10-K for the fiscal year ended December 31, 2021 and in all subsequent quarterly reports on Form 10-Q) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; and(ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
(h4) acknowledges and agrees that the HOLDING Stock shall bear the following legend Except as disclosed in addition writing by such Purchaser to the legend required under Section 15 of Company prior to the entry into this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED neither such Purchaser, nor any Person who through such Purchaser Beneficially Owns shares of Company Common Stock, has been or is subject to any disqualification event described in Rule 506(d) of Regulation D under the Securities Act (THE "ACT")a “Disqualification Event”) during the time periods specified in Rule 506(d) of Regulation D under the Securities Act. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that Such Purchaser agrees to provide the effect Company with prompt written notice of the foregoing legendoccurrence of any Disqualification Event with respect to such Purchaser or any such Beneficial Owner during the period in which the Notes or Subject Securities are held by such Purchaser.
(5) Neither such Purchaser nor any of its Affiliates are acting in concert, among other thingsand neither such Purchaser nor any of its Affiliates have any agreement or understanding, with any Person that is or may be to limit or destroy the value not an Affiliate of such Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the certificate for purposes of sale Exchange Act), with respect to the Company or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockits securities.
Appears in 1 contract
Samples: Investment Agreement (Eos Energy Enterprises, Inc.)
Securities Act Representations. Except (a) The Seller, together with its own advisors, if any, has conducted its own due diligence examination of the Buyer's and its subsidiaries' assets, business, financial condition, results of operations, and prospects and in the course of such inquiry has received certain information regarding the Buyer's plans, its financial condition, business, prospects and results of operations. The Seller hereby acknowledges to the Buyer that:
(i) any estimates, plans, projections, etc. which have been furnished to it with respect to the activities undertaken originally or to be undertaken by the Buyer or its Subsidiaries are based on certain assumptions made by the Buyer;
(ii) actual experience may vary from such assumptions;
(iii) such estimates, plans and projections may never be achieved;
(iv) Seller has not relied upon the achievement of any such estimates and projections in making its investment decision to acquire the Shares; and
(v) the Seller is aware of the risks attendant to an investment in the Shares, including, without limitation, the risks described in the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 ("Form 10-K").
(b) The Seller has carefully reviewed and relied solely upon the representations and warranties of the Buyer contained herein and the information contained in the Form 10-K, Buyer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 ("Form 10-Q") and the proxy statement for Buyer's 2004 annual meeting of stockholders ("Proxy Statement" and together with the Form 10-K and Form 10-Q, collectively referred to herein as the "SEC Filings") and upon the independent investigations made by it and its representatives in making a decision to acquire the Shares and has a full understanding and appreciation of the risks inherent in such a speculative investment as described in the SEC filings. In connection with such investigation, the Seller and its Representatives and advisers, if any, (i) have been given an opportunity to ask, and have to the extent it considered necessary, asked questions of, and have received answers from, officers of the Buyer concerning the terms of the proposed acquisition of Shares and the affairs of the Buyer and its Subsidiaries and (ii) have been given or afforded access to all documents, records, books and additional information which it has requested regarding such matters. In particular, the Seller has been given access to the Amended and Restated Certificate of Incorporation with all amendments thereto and the Amended and Restated Bylaws of the Buyer and the contracts identified by the Buyer as materially affecting the Buyer and its Subsidiaries' business.
(c) The Seller recognizes that the offer and issuance by the Buyer to it of the Shares have not been and, except as set forth on Schedule 5.34in the Registration Rights Agreement, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated will not be registered under the 0000 Xxx):
(a) acknowledges Securities Act, and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under any other domestic or foreign securities laws (the 1933 Securities Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Legal Requirements") in reliance upon exemptions from the registration requirements thereof; the Seller is acquiring the Shares without a view to a distribution thereof in violation of any Securities Legal Requirements. The Seller understands that the effect of such representation and warranty is that the Shares must be held indefinitely unless the sale or any state securities transfer thereof is subsequently registered under applicable Securities Legal Requirements or "blue sky" lawsan exemption from such registration is available at the time of the proposed sale or transfer thereof. Except as provided in The Shareholders' Registration Rights Agreement, and therefore may not be sold, transferred the Buyer is under no obligation either (i) to file a registration statement under the Securities Act covering the sale or transfer of the Shares or otherwise conveyed without compliance with to register the 1933 Shares for sale under applicable Securities Legal Requirements or (ii) to continue to make Rule 144 promulgated under the Securities Act and all applicable state securities or "blue sky" laws, or pursuant available to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing cover any subsequent resale of the HOLDING Stock in connection with a distributionShares.
(d) The Seller hereby represents and warrants to the Buyer that:
(i) it has received copies of the SEC Filings;
(bii) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and Shares;
(iii) for any STOCKHOLDER that it is a trust and is not an "accredited investor", such STOCKHOLDER counts " as one purchaser for purposes defined in Rule 501 of Rule 506 Regulation D under the Securities Act;
(giv) represents it acknowledges and warrants agrees (and any designee will otherwise be made aware) that the Shares are not being (and, except to the extent set forth in the Shareholders' Registration Rights Agreement, will not be) registered under the Securities Legal Requirements; that the Shares are being sold to it in a transaction that is intended to qualify for an exemption from the registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act and Regulation D promulgated thereunder, and that, until such time as such Shares are registered under the Securities Act, the Shares may not be transferred unless the request for transfer is accompanied by a written certification that such Shares will not be resold in the United States or to any U.S. person except in accordance with applicable requirements of Rules 144 or 144A or Rule 904 under Regulation S or in a transaction which, in the opinion of counsel reasonably satisfactory to the Buyer, does not require registration under the Securities Legal Requirements.
(e) Prior to any sale, transfer or other disposition of any of the Shares (so long as they have not been registered under the Securities Act or as otherwise contemplated in the Registration Rights Agreement or are otherwise freely transferable under the Securities Legal Requirements), the Seller agrees that either it will give at least three Business Days prior written notice to the Buyer of its knowledgeintention to effect such transfer and to comply in all other respects with this Section 3.22(e). Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required herein, there and, if reasonably requested by the Buyer, shall be accompanied by an opinion of counsel acceptable to the Buyer, addressed to the Buyer and satisfactory in form and substance to the Buyer, stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under the Securities Legal Requirements and that all Consents, approvals or authorizations to such transfer have been no general or public solicitations or advertisements obtained. Assuming the receipt by the Buyer of such satisfactory opinion, the Seller shall thereupon be entitled to transfer such Shares in accordance with the terms of the notice delivered by the Seller to the Buyer. Each Stock Certificate or other broadly disseminated disclosures document issued representing the Shares shall bear an appropriate legend suitably conformed, unless, in the opinion of the respective counsel for the Seller and the Buyer, such legend is not required in order to aid in assuring compliance with applicable Securities Legal Requirements.
(including, without limitation, f) In addition to any advertisement, article, notice specific restrictive legends that may be required by applicable Securities Legal Requirements or other communication published in agreements to which the Seller may be a party, the Seller agrees that it will be bound by a restrictive legend referring to the restrictions imposed by this Section 3.22 which may be placed on the Stock Certificates representing the Shares. The Seller understands and agrees that the Buyer may place and instruct any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment transfer agent for the Shares to place a stop transfer notation in the HOLDING Stock; and
(h) stock records in respect of the Stock Certificates representing the Shares, provided that such securities may be transferred upon compliance with the provisions of this Section 3.22. The Seller acknowledges and agrees that the HOLDING Stock shall bear Buyer is and will be relying upon the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect truth and accuracy of the foregoing legend, among other things, is or may be representations and warranties in offering and issuing the Shares to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING StockSeller without first registering them under applicable Securities Legal Requirements.
Appears in 1 contract
Securities Act Representations. Except as set forth on Schedule 5.34, the Each STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser purchase representative" (as defined in Rule 501(h) promulgated under the 0000 Xxx):
(a) acknowledges and agrees that (x) the shares of HOLDING CTS Stock to be delivered to the such STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" lawsAct, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING CTS Stock to be acquired by the such STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING CTS Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING CTS Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING CTS Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING CTS Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDINGCTS's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had an adequate opportunity to ask questions and received receive answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDINGCTS, (ii) the plans for the operations of the business of HOLDINGCTS, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfactionlike;
(f) represents and warrants that (i) such STOCKHOLDER it is either an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) or, after taking into consideration the information and advice provided the to such STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities ActCTS Stock;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING CTS regarding an investment in the HOLDING CTS Stock; and
(h) acknowledges and agrees that the HOLDING CTS Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATIONCONDOR TECHNOLOGY SOLUTIONS, INC., AN OPINION OF COUNSEL TO ENFINITY CORPORATION CONDOR TECHNOLOGY SOLUTIONS, INC. STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The Such STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The Such STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING CTS Stock.
Appears in 1 contract
Securities Act Representations. Except as set forth on Schedule 5.34, the STOCKHOLDER alone, If a Transaction is or together with such STOCKHOLDER's "purchaser representative" (as defined may be in Rule 501(h) promulgated under the 0000 Xxx):
(a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered any respect subject to the STOCKHOLDER pursuant to this Agreement have not been Securities Act of 1933, as amended (the “Securities Act”), each party makes the following representations, warranties and will not be registered under the 1933 Act or any state securities or "blue sky" lawscovenants, and therefore may not be soldsuch representations, transferred warranties and covenants shall remain in full force and effect whenever it shall enter into a Transaction; or otherwise conveyed without compliance with make any Payment or Delivery relating to a Transaction: Each party is entering into the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely Transaction for its own accountaccount as principal, for investment purposes only, and not with no present intention a view to, or for, distribution or fractionalization thereof, in whole or in part; Party B acknowledges its understanding that the offer and sale of distributingthis Transaction with Party A is intended to be exempt from registration under the Securities Act of 1933, selling or otherwise disposing as amended (the “Securities Act”), by virtue of Section 4(2) of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) Securities Act. In furtherance thereof, Party B represents and warrants to Party A that (i) it is able has the financial ability to bear the economic risk of its investment, and (ii) Party B qualifies as an investment "accredited investor" as that term is defined under Regulation D; Party A acknowledges its understanding that the offer and sale of this Transaction with Party B is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act. In furtherance thereof, Party A represents and warrants to Party B that (i) it has the financial ability to bear the economic risk of its investment, and (ii) Party A qualifies as an "accredited investor" as that term is defined under Regulation D; Each party has been given the opportunity to ask questions of, and receive answers from, the other party concerning the terms and conditions of the Transaction and has been given the opportunity to obtain such additional information necessary in the HOLDING Stock acquired pursuant order for it to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating evaluate the merits and risks of the proposed Transaction, to the extent the other party possesses such information or can acquire it without unreasonable effort or expense, and it has determined that the Transaction is a suitable investment in the HOLDING Stock;
(d) for it. Each party represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described other party that, each time it enters into a Transaction with the other party, it will be able to bear a loss of its entire investment. Each party further understands and agrees that in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) circumstances where it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trustsholds a short position, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to risk of loss could be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) unlimited; Each party represents and warrants that, in effecting a Transaction, it will not be in possession of any material non-public information with respect to its knowledgeany security related to a Transaction that, there under the U.S. federal securities laws, it would have been no general to disclose in advance to a party effecting a purchase or public solicitations sale with it of such security; and Each party fully understands and agrees that it must bear the economic risk of the Transaction for the entire time period set forth in the Confirmation; and it understands and agrees that disposition of the Transaction is restricted under the Master Agreement, the Securities Act and state securities laws. Each party understands that the Transaction has not been, and is not intended to be, registered under the Securities Act or advertisements under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radiootherwise disposed of unless registered under the Securities Act and under the applicable laws of such states, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges exemption from such registration is available. Each party understands and agrees that the HOLDING Stock shall bear other party is not obliged to register the following legend Transaction on behalf of it or to assist it in addition to complying with any exemption from registration under the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")Securities Act or state securities laws. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges Each party further understands and agrees that the effect other party is not, and will not be, obliged under any circumstances to enter into or arrange a Transaction for the purpose of the foregoing legendoffsetting a particular Transaction, among other things, is or but may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockdo so in its discretion.”
Appears in 1 contract
Samples: Master Agreement
Securities Act Representations. Except Dolphin hereby acknowledges, represents, warrants and covenants to the Company 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):follows:
(a) acknowledges and agrees that Dolphin understands that: (xi) the shares offering and sale of HOLDING the Preferred Stock to be delivered issued and sold hereunder is intended to be exempt from the STOCKHOLDER pursuant registration requirements of the Act; and (ii) the sale of the Preferred Stock to this Agreement have be issued and sold hereunder has not been and will not be registered under the 1933 Act or any state other applicable securities or "blue sky" laws, laws and therefore such securities may not be sold, transferred or otherwise conveyed without compliance with resold only if registered under the 1933 Act and all any other applicable state securities laws or "blue sky" laws, or pursuant to if an exemption therefrom and from such registration requirements is available.
(yb) Dolphin represents that the HOLDING Preferred Stock to be acquired by the STOCKHOLDER Dolphin pursuant to this Agreement is being acquired solely for its own accountaccount and not with a view to, or for investment purposes onlysale in connection with, and with no present intention of distributing, selling any distribution thereof or otherwise disposing in violation of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees Act or any other securities laws that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;may be applicable.
(c) Dolphin represents that Dolphin (i) is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act, and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trusteesii) has such sufficient knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER is an "accredited investor" (so as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an its investment in the HOLDING Common Stock and (iii) for any STOCKHOLDER that is capable of bearing the economic risks of such investment, including a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes complete loss of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; andCommon Shares.
(hd) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER Dolphin acknowledges that the effect Act restricts the transferability of securities, such as the Preferred Stock, issued in reliance upon the exemption from the registration requirements of the foregoing legend, among other things, is or may be to limit or destroy the value Act provided by Section 4(2) thereunder.
(e) For purposes of the certificate for Merger Agreement, Braidol Acquisition Corp. (“Braidol”) hereby consents to the transactions contained in this Agreement, including the sale of the Preferred Stock and the use of the net proceeds in accordance with Section 4.06 hereof. For purposes of sale or use the Merger Agreement, each of Dolphin and Braidol hereby waives breaches of the following provisions of the Merger Agreement caused solely by the transactions expressly covered hereby: the second sentence of Section 4.5; subsections (b), (e), (j), (q) and (r) of section 4.10; Section 4.11; Section 4.19; Section 4.21 (provided that a true and correct copy of each agreement that as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against of the HOLDING Stock.date hereof would constitute a Material Contract, as defined in such section, has been provided to Dolphin); Section
Appears in 1 contract
Samples: Equity Line Financing Agreement (Boston Restaurant Associates Inc)
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):
(a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to its satisfaction;
(f) represents and warrants that (i) such STOCKHOLDER Such Holder is an "accredited investor" (as defined in Rule 501(a) promulgated under the 0000 Xxx) and Securities Act;
(ii) after taking into consideration Such Holder is not relying on any communication (written or oral) of the Company or any of its Affiliates as investment or tax advice or as a recommendation to purchase the Notes. It is understood that information and explanations related to the terms and conditions of the Notes provided by the Company or any of its Affiliates shall not be considered investment or tax advice provided or a recommendation to purchase the STOCKHOLDERNotes, and that neither the Company nor any of its Affiliates is acting or has acted as an advisor to the Holder in deciding to invest in the Notes;
(iii) Such Holder is familiar with the business and financial condition and operations of the Company, the Guarantors and the Subsidiaries of the Company, all as generally described in the 2020 and 2019 Financial Reports. The Holder has had access to such STOCKHOLDER information concerning the Company, the Guarantors and the Subsidiaries of the Company and the Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Notes;
(or for those STOCKHOLDERS that are trustsiv) Such Holder has such knowledge, its trustee or trustees) has the requisite knowledge skill and experience in business, financial and business investment matters to be that such Holder is capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER Notes. With the assistance of such Holder's own professional advisors, to the extent that is a trust and is not an "accredited investor"such Holder has deemed appropriate, such STOCKHOLDER counts Holder has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Notes and the consequences of this Agreement. Such Holder has considered the suitability of the Notes as one purchaser an investment in light of its own circumstances and financial condition and such Holder is able to bear the risks associated with an investment in the Notes and its authority to invest in the Notes;
(v) Such Holder is acquiring the Notes solely for purposes the Holder's own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of Rule 506 the Notes. The Holder understands that the Notes have not been registered under the Securities Act or any state securities or "Blue Sky" laws by reason of specific exemptions under the provisions thereof and may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act;
(g) represents , and warrants that, such Holder understands that the Company is not required to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, register the Notes. Such Holder is able to bear any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding loss associated with an investment in the HOLDING StockNotes;
(vi) Such Holder understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements; and
(hvii) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition Notwithstanding anything to the legend required under contrary, the representations and warranties of such Holder do not limit or modify the representations and warranties of the Company, the Guarantor and the Subsidiaries of the Company in Section 15 9.01 of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that Agreement or the effect right of the foregoing legend, among other things, is or may be such Holder to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stockrely on such representations and warranties.
Appears in 1 contract
Samples: Note Purchase Agreement (Trilogy International Partners Inc.)
Securities Act Representations. Except as set forth on Schedule 5.34, (a) Such Purchaser is an “accredited investor” within the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in meaning of Rule 501(h501(a) of Regulation D promulgated under the 0000 Xxx):
(a) Securities Act. Such Purchaser acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to can bear the economic risk and complete loss of an its investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment Shares and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and or business matters generally that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in contemplated hereby. Such Purchaser has had an opportunity to receive, review and understand all information related to the HOLDING Stock;
(d) represents Company and warrants 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 Shares, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that it has had an adequate opportunity to review the Company’s publicly available information and other information provided to ask questions them and receive answers concerning any acknowledges that the Company’s SEC Reports for the quarterly periods ended June 30, 2016 and all matters relating September 30, 2016 are to be amended, and at the date hereof have not been filed with the SEC. Based on the information such Purchaser has reviewed or received, it has independently made its own analysis and decision to enter into the Transaction Documents.
(b) The Shares to be received by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the transactions described resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. Such Purchaser is not a broker-dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (ior solicit any offers to buy, purchase or otherwise acquire or take a pledge of) HOLDING's private placement memorandum any of the securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder.
(iic) this Agreement;Such Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.
(d) Such Purchaser did not learn of the investment in the Shares as a result of any general solicitation or general advertising.
(e) represents and warrants that Such Purchaser’s residence (1if an individual) it has had access or offices in which its investment decision with respect to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning the Shares was made (iif an entity) are located at the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all address immediately below such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions have been answered to Purchaser’s name on its satisfaction;signature page hereto.
(f) represents All of the information contained in the Purchaser Questionnaire and warrants the Selling Stockholder Questionnaire completed and delivered by such Purchaser shall be true and correct as of the date that (i) such STOCKHOLDER is an "accredited investor" questionnaires are completed and delivered, the Closing Date, and the filing date and effective date of each Registration Statement (as defined in Rule 501(a) promulgated under the 0000 Xxx) and (ii) after taking into consideration Registration Rights Agreement); provided that such Purchaser may update the information and advice provided the STOCKHOLDER, such STOCKHOLDER (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the HOLDING Stock and (iii) for any STOCKHOLDER that is a trust and is not an "accredited investor", such STOCKHOLDER counts as one purchaser for purposes of Rule 506 under the Securities Act;
(g) represents and warrants that, to its knowledge, there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, Selling Stockholder Questionnaire by providing written notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of HOLDING regarding an investment in the HOLDING Stock; and
(h) acknowledges and agrees that the HOLDING Stock shall bear the following legend in addition thereof to the legend required under Section 15 Company before the filing date and the effective date of this Agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY ENFINITY CORPORATION, AN OPINION OF COUNSEL TO ENFINITY CORPORATION STATING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The STOCKHOLDER acknowledges that the effect of the foregoing legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or use as loan collateral. The STOCKHOLDER consents that "stop transfer" instructions may be noted against the HOLDING Stocksuch Registration Statement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Amtrust Financial Services, Inc.)
