Securities Law Representations and Warranties. Each Purchaser represents, warrants and covenants to the Company as follows:
(a) The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares.
(b) The Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only, and has no present intention of distributing any of the Shares nor any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of this Agreement.
(c) The 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 Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations").
(d) The Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Statement Questionnaire, attached to this Agreement as Appendices I and II, for use in preparation of the Registration Statement (as defined in Section 7.3 below), and the answers to the Questionnaires are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement.
(e) The Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company Documents and the representations and warranties of the Company contained in this Agreement.
(f) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
Securities Law Representations and Warranties. (a) Pfizer (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.
(b) Pfizer is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.
(c) Pfizer was not organized for the specific purpose of acquiring the Shares.
(d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock.
(e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York.
(f) Pfizer 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 Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.
(g) Pfizer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizer’s compliance with, representations, warranties, agreements, acknowledgemen...
Securities Law Representations and Warranties. The Selling Shareholders have been advised that the Purchase Shares are not registered under the Securities Act of 1933 (the “Act”), or applicable state securities laws, but are being issued pursuant to exemptions from such laws, and that the Buyer’s reliance upon such exemptions is predicated in part on the Selling Shareholders’ representations contained herein. The Selling Shareholders acknowledge that the Buyer is relying in part upon the Selling Shareholders’ representations and warranties contained herein for the purpose of qualifying the issuance of the Securities for applicable exemptions from registration or qualification pursuant to federal or state securities laws, rules and regulations.
Securities Law Representations and Warranties. Each Member hereby represents and warrants to the Company and to all of the other Members all of the following:
(a) Such member is acquiring such Member’s Membership Interest for investment and not with a view to the sale or distribution of any part thereof.
(b) Such member has no present intention to sell or otherwise distribute any part of such Member’s Membership Interest.
(c) The Company has advised such Member (i) that such Member’s Membership Interest has not been registered under the Securities Act, as the offering and sale of such Member’s Membership Interest is to be effected in accordance with an exemption from the registration requirements of the Securities Act and similar exemptions under applicable state securities law, and (ii) that, in this connection, the Company is relying in part on the representations and warranties of such Member set forth herein.
(d) Such Member shall make no disposition of all or any portion of such Member’s Membership Interest unless and until (i) such Member has notified the Company of the proposed disposition, (ii) such Member has furnished the Company with an opinion of legal counsel to the effect that such disposition will not require registration of such Member’s Membership Interest under the Securities Act, (iii) such opinion of legal counsel has been concurred with by the Company’s legal counsel, and (iv) the Company has advised such Member of such concurrence.
(e) Such Member has received all such information as such Member deems necessary and appropriate to enable such Member to evaluate the financial risk inherent in acquiring such Member’s Membership Interest, and such Member acknowledges receipt of satisfactory and complete information covering the business and financial condition of the Company in response to all inquiries in respect thereof.
(f) Such Member has had the opportunity to consult with such Member’s investment counselors, attorneys, accountants and other advisors regarding the terms and conditions of this Operating Agreement and its tax and legal consequences.
(g) Such Member has either or both of the following:
(i) a pre-existing business or personal relationship with the Company and/or ONE (1) or more of its Managers; or
(ii) sufficient sophistication to make an informed investment decision based on such Member’s personal knowledge of the business and affairs of the Company, based on such additional information as such Member may have requested and received from the Company and based on the...
Securities Law Representations and Warranties. The Shareholders have been advised that the Common Stock is not registered under the Securities Act of 1933 (the “Act”), or applicable state securities laws, but is being issued pursuant to exemptions from such laws, and that the Buyer’s reliance upon such exemptions is predicated in part on the Shareholders’ representations contained herein. The Shareholders acknowledge that the Buyer is relying in part upon the Shareholders’ representations and warranties contained herein for the purpose of qualifying the issuance of the Securities for applicable exemptions from registration or qualification pursuant to federal or state securities laws, rules and regulations.
Securities Law Representations and Warranties. (i) SOPHISTICATION AND BACKGROUND. Professionals is an "accredited investor" as that term is defined by Rule 501(a) promulgated by the Securities and Exchange Commission. Professionals has such knowledge and experience in financial, tax and business matters to enable it to utilize the information made available to it to evaluate the merits and risks of the prospective investment and to make an informed investment decision with respect to the prospective investment.
Securities Law Representations and Warranties. The Consultant understands that the Warrants and the stock issuable upon exercise of the Warrants (collectively, the "Securities") have not been registered under the Securities Act on the grounds that the sale thereof pursuant to this Agreement is exempt pursuant to Sections 4(2) and 4(6) of the Securities Act and the applicable state securities laws (the "State Laws") and that the reliance of the Company on such exemption is predicated in part on the representations, warranties, covenants and acknowledgments in this Agreement.
Securities Law Representations and Warranties. The Purchaser represents, warrants and covenants to the Company as follows:
(a) The Purchaser has acquired the Shares for the Purchaser's own account for investment only, and has no present intention of distributing any of the Shares, nor any arrangement or understanding with any other persons regarding the distribution of the Shares within the meaning of Section 2(11) of the Securities Act, other than as contemplated in Section 1 of this Agreement.
(b) The 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 Shares except in compliance with the Securities Act and rules and regulations promulgated thereunder the "Rules and Regulations").
(c) The Purchaser has completed or caused to be completed the Registration Statement Questionnaire, attached to this Agreement as Appendix I, for use in preparation of the Registration Statement, and the answers to the Questionnaire are true and correct as of the date of this Agreement and will be true and correct as of the effective date of the Registration Statement; provided, however, that the Purchaser shall be entitled to update such information by providing notice thereof to the Company before the effective date of the Registration Statement.
Securities Law Representations and Warranties. The Investor, acknowledging that the Company is entering into this Agreement in reliance thereon, hereby represents and warrants to the Company as of the date hereof, and as of the Closing Date, as follows:
(a) The Investor is purchasing the Purchased Securities as principal and was not created, and is not being used, solely to purchase the Purchased Securities.
(b) The Investor was not created, and is not being used, solely to purchase and hold securities in reliance on an exemption from prospectus and registration requirements under Securities Laws.
(c) The Investor is purchasing the Purchased Securities for investment purposes only and not with a view to resale or distribution of any of the Purchased Securities, and not in a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution.
(d) The issuance of the Purchased Securities to the Investor does not require the registration or qualification of the Purchased Securities or the filing of a prospectus or any similar document in France or the European Union, or require the Company to take any other action, with respect to the Purchased Securities under the laws of France and the European Union or any country, state, province or district thereof.
(e) The Investor certifies that: (i) the Investor is not a Canadian or United States resident nor acting for the account or benefit of a Canadian or United States resident; (ii) the Purchased Securities were not offered to the Investor in Canada or the United States; (iii) the Investor was, at the time of agreeing to purchase the Purchased Securities, and is, outside Canada and the United States; and (iv) the Investor was not offered the Purchased Securities in Canada or the United States, the Investor is not a “Canadian person” or “U.S. person” (as defined in Regulation S under the U.S. Securities Act), and the sale and purchase of the Purchased Securities, including the execution of this Agreement was, or is being, or will be, as the case may be, executed outside of Canada and the United States.
Securities Law Representations and Warranties. Xxxxxx represents, warrants and covenants to the Company as follows:
(a) Xxxxxx acknowledges that he has had the opportunity to ask questions of and receive answers from, and to obtain additional information from, the Company or its representatives concerning the Company and its present and proposed business, results of operations and financial condition, and has had all such questions answered to his satisfaction and has been supplied with all additional information requested.
(b) Xxxxxx has such knowledge and experience in business and financial matters that he is capable of evaluating the merits and risks of investing in the Common Stock. Xxxxxx has sufficient liquid assets or other sources of income to provide for his current needs and contingencies with no need for liquidity of the investment in the Common Stock and has the ability to suffer a complete loss of the investment in the Common Stock. Xxxxxx is familiar with the type of investment which the Common Stock constitutes and has reviewed the investment in the Common Stock with his own tax and legal advisors and investment representatives to the extent deemed advisable.
(c) Xxxxxx understands that (i) the Common Stock has not been registered under the Securities Act, or any state securities or “blue sky” laws (the “State Acts”) and is being issued and sold in reliance upon certain of the exemptions contained in the Securities Act and the State Acts, and the representations and warranties contained herein are essential to the claim of exemption by the Company under the Securities Act and the State Acts, (ii) the shares of Common Stock are “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act, (iii) the Common Stock cannot be sold or transferred without registration under the Securities Act and any applicable State Acts, unless the holder establishes to the satisfaction of the Company that such registration is not necessary, (iv) any Certificates which may be issued to evidence the Common Stock shall bear the following legends, in addition to the legend required by Section 8 and any other legend required by law or otherwise: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES HAS BECOME EFFECTIVE OR UNLESS THE STOCKHOLDER ESTABLISHE...
