SECURITIES ISSUES. Warrantholder, intending that the Company rely upon the following representations and covenants of Warrantholder, which by execution of this Agreement, Warrantholder hereby confirms:
8.1 ACCREDITED INVESTOR. Warrantholder is familiar with the definition of "accredited investor" set forth in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Warrantholder is an accredited investor as so defined.
SECURITIES ISSUES. Warrantholder, intending that the Company rely upon the following representations and covenants of Warrantholder, which by execution of this Agreement, Warrantholder hereby represents and warrants that both as of the date hereof and the date(s) of his purchase of Shares under this Warrant:
SECURITIES ISSUES. (i) Owners have a joint net worth, at the date hereof, of over $1,000,000.00, and therefore Owners are "accredited investors" within the meaning of Rule 501(a) promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "1933 ACT").
(ii) Owners have such knowledge and experience in financial matters (either by themselves or with their financial advisors) that they are capable of evaluating the relative risks and merits of an investment in the ABEV Stock.
(iii) Owners have received all of the SEC Reports (as defined below). In making their decision have the Shares exchanged for the ABEV Stock, Owners have relied solely upon independent investigations made by them or their financial advisors, and they have received no representation or warranty from ABEV or any of its affiliates, employees or agents, except as expressly set forth herein.
(iv) Owners understand that the ABEV Stock has not been registered under the 1933 Act or the securities acts of any of the states of the United States or other possessions or areas subject to its jurisdiction, in reliance on exemptions for private offerings and may be sold or disposed of in the absence of such registration only pursuant to an exemption from such registration and only in accordance with the terms, conditions and restrictions contained in this Agreement. The shares of ABEV Stock being delivered to Owners shall bear a legend to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred except in compliance with that Act. The securities represented by this certificate are subject to the transfer restrictions, voting requirements and other conditions and provisions of an Agreement and Plan of Reorganization dated as of October 1, 1996 by and among XXXXXX'X MERGER CORP., ATLANTIC BEVERAGE COMPANY, INC., XXXXXX'X FARM, INC., XXXXX X. XXXXXX and XXXXX XXXX XXXXXX, copies of which are on file at the principal executive offices of Atlantic Beverage Company, Inc."
(v) Owners understand that no federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the ABEV Stock.
(vi) The ABEV Stock being transferred to Owners will be held by Owners solely for their own account (and not for the account of others) for investment and will not be held with a view to or for the resale, d...
SECURITIES ISSUES. The Lender hereby acknowledges and agrees that:
(a) no prospectus has been filed by the Borrower with any of the securities regulatory authorities of the of Canada or the United States in connection with the issuance of the Note or the Bonus Shares, no securities commission or similar regulatory authority has reviewed or passed on the merits of the Note or the Bonus Shares, and there is no government or other insurance covering the Note or the Bonus Shares;
(b) the Borrower is distributing the Note and the Bonus Shares in reliance on exemptions from the prospectus and registration requirements of the Securities Act and, as a result, the Lender is acquiring the Note and the Bonus Shares pursuant to such exemptions;
(c) certain protections rights and remedies provided by the Securities Act, including statutory rights of rescission or damages, will not be available to the Lender;
(d) the Lender will notify the Borrower immediately of any change in any representation, warranty or other information relating to the Lender set forth herein which takes place prior to the Closing Date;
(e) the securities issued by the Borrower to the Lender pursuant to this Agreement will be subject to a four month hold period running from the date of distribution, which hold period will restrict the Lender's ability to resell or otherwise transfer such securities, and the certificates or other documents representing such securities may bear legends describing such hold period;
(f) the Lender has been advised to consult its own legal advisers with respect to the resale restrictions applicable to any securities the Lender may acquire pursuant to this Agreement, and that the Lender is solely responsible for complying with such restrictions (and the Borrower is not, in any manner, responsible for ensuring compliance by the Lender with such restrictions);
(g) Bull, Housser & Xxxxxx has acted as legal counsel to the Borrower in connection with this Agreement and has not acted for the Lender, and the Lender is, in no way, relying on any advice sought from or given by Bull, Housser & Xxxxxx in connection with this Agreement; and
(h) the Lender is responsible for obtaining such legal advice as the Lender considers appropriate in connection with the execution, delivery and performance by the Lender of this Agreement and the transactions contemplated hereby.
SECURITIES ISSUES. Recipient expressly confirms and agrees that no public disclosure with respect to the Purpose (or the terms or conditions or any other facts relating thereto), any item of Proprietary Information (or the fact that Proprietary Information has been made available to the other party) or any discussions or negotiations taking place as referred to herein is now required by reasons of the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or similar requirements related to general disclosure. In the event either party determines in the future that such disclosure is required, no such disclosure shall be made unless and until such party consults with the other party regarding the necessity and form of any such disclosure, and provides the other party a reasonable opportunity to review the proposed disclosure and comment thereon. The obligations of this Section 3 with respect to any item of Proprietary Information shall survive any termination or expiration of this Agreement.
SECURITIES ISSUES. Seller shall be permitted to transfer the Shares pursuant to applicable securities laws, and all filings, notices and other actions required of Seller under the securities laws to effect the transfer shall have been completed by Seller at Seller's expense.
SECURITIES ISSUES. The Shares are being acquired by Buyer and not by any other Person, with the funds of Buyer and not with the funds of any other Person, and for the account of Buyer, not as a nominee or agent and not for the account of any other Person. Buyer is not obligated to transfer the Shares, or any of them, to any other Person, nor does Buyer have any present intention, agreement or understanding to do so. Buyer is acquiring the Shares for investment for an indefinite period and not with a view toward the sale or distribution of any part thereof by public or private sale or other disposition. Buyer understands and agrees that the Shares have not been registered or qualified under the Securities Act or any applicable state securities law.
SECURITIES ISSUES. The Shares will not be registered under the Securities Act or pursuant to the blue-sky laws of any state, and will be issued by ORCA in reliance upon exemptions under the Securities Act. Because the offer and sale of the shares will not be registered under the Securities Act, the Shares cannot be resold unless they are registered under the Securities Act or unless the holder first receives an opinion of securities counsel, reasonably acceptable to the Company, that an exemption from registration is available for such transaction. With regard to the restrictions on resale of the Shares, Seller is aware (i) of the limitations and potential applicability of the SEC Rule 144; (ii) that ORCA will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (iii) that a restrictive legend will be placed on any certificate representing the shares, which legend will read substantially as follows: "The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (The "Act"), and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company."
SECURITIES ISSUES. Warrantholder, intending that the Company rely upon the following representations and covenants of Warrantholder, which by execution of this Agreement, Warrantholder hereby confirms:
8.1 Accredited Investor. Warrantholder is familiar with the definition of "accredited investor" set forth in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Warrantholder is an accredited investor as so defined.
SECURITIES ISSUES. Sierra Medical Management and Sellers agree and acknowledge that the shares of Prospect Common to be issued in the Merger are "restricted securities," as that term is defined under the Securities Act of 1933, as amended, and are not freely tradeable. Prior to issuing Prospect Common to the stockholders of Sierra Medical Management, each stockholder of Sierra Medical Management will be required to execute a Stockholder Representation Agreement in the form of that attached hereto as Exhibit F, in order to comply with applicable federal and State securities laws. The Stockholder Representation Agreement will contain appropriate representations, warranties and covenants by each holder of Sierra Medical Management Common, including an agreement not to sell, transfer, or make any other disposition of Prospect Common unless and until (a) such shares of Prospect Common are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by Prospect and declared effective by the SEC or (b) in the opinion of counsel for Prospect, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of the Prospect Common.
