Common use of Securities Law; Investment Representations Clause in Contracts

Securities Law; Investment Representations. 1. Seller understands that the Offered Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. The Seller also understands that the Offered Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) and/or Regulation D of the Securities Act and/or Regulation S of the Securities Act. The Seller acknowledges that QMIS TBS will rely on such Seller’s representations, warranties and certifications set forth below for purposes of determining such Seller’s suitability as an investor in the Offered Shares and for purposes of confirming the availability of the Section 4(2) and/or Regulation D and/or Regulation S exemption from the registration requirements of the Securities Act. 2. The Seller has received all the information the Seller considers necessary or appropriate for deciding whether to acquire the Offered Shares. The Seller understands the risks involved in an investment in the Offered Shares. The Seller further represents that Seller has had an opportunity to ask questions and receive answers from QMIS TBS regarding the terms and conditions of the offering of the Offered Shares and the business, properties, prospects, and financial condition of QMIS TBS and to obtain such additional information (to the extent QMIS TBS possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Seller or to which Seller had access. Seller further represents that Seller is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act, or that Seller is a non-US Person pursuant to Regulation S.

Appears in 2 contracts

Samples: Share Exchange Agreement (QMIS TBS Capital Group Corp.), Share Exchange Agreement (QMIS TBS Capital Group Corp.)

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Securities Law; Investment Representations. 1. Seller understands that the Offered Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. The Seller also understands that the Offered Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) and/or Regulation D of the Securities Act and/or and/ or Regulation S of the Securities Act. The Seller acknowledges that QMIS TBS OLVI will rely on such Seller’s representationsre- presentations, warranties and certifications set forth below for purposes of determining such Seller’s suitability as an investor in the Offered Shares and for purposes of confirming the availability of the Section 4(2) and/or Regulation D and/or Regulation S exemption from the registration requirements of the Securities Act. 2. The Seller has received all the information the Seller considers necessary or appropriate for deciding whether to acquire the Offered Shares. The Seller understands the risks involved in an investment in the Offered Shares. The Seller further represents that Seller has had an opportunity to ask questions questi- ons and receive answers from QMIS TBS OLVI regarding the terms and conditions of the offering of the Offered Shares and the business, properties, prospects, and financial condition of QMIS TBS OLVI and to obtain such additional ad- ditional information (to the extent QMIS TBS OLVI possessed such information or could acquire it without unreasonable unre- asonable effort or expense) necessary to verify the accuracy of any information furnished to Seller or to which Seller had access. Seller further represents that Seller is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act, or that Seller is a non-US Person pursuant to Regulation S..

Appears in 1 contract

Samples: Share Exchange Agreement

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Securities Law; Investment Representations. 101. Seller understands that the Offered Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. The Seller also understands that the Offered Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) and/or Regulation D of the Securities Act and/or and/ or Regulation S of the Securities Act. The Seller acknowledges that QMIS TBS OLVI will rely on such Seller’s representationsre- presentations, warranties and certifications set forth below for purposes of determining such Seller’s suitability as an investor in the Offered Shares and for purposes of confirming the availability of the Section 4(2) and/or Regulation D and/or Regulation S exemption from the registration requirements of the Securities Act. 202. The Seller has received all the information the Seller considers necessary or appropriate for deciding whether to acquire the Offered Shares. The Seller understands the risks involved in an investment in the Offered Shares. The Seller further represents that Seller has had an opportunity to ask questions questi- ons and receive answers from QMIS TBS OLVI regarding the terms and conditions of the offering of the Offered Shares and the business, properties, prospects, and financial condition of QMIS TBS OLVI and to obtain such additional ad- ditional information (to the extent QMIS TBS OLVI possessed such information or could acquire it without unreasonable unre- asonable effort or expense) necessary to verify the accuracy of any information furnished to Seller or to which Seller had access. Seller further represents that Seller is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act, or that Seller is a non-US Person pursuant to Regulation S.

Appears in 1 contract

Samples: Share Exchange Agreement

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