Securities Representations and Warranties. (a) JVWeb hereby represents and warrants to the Company that it is familiar with the business and financial condition, properties, operations and prospects of the Company, it has been given full access to all material information concerning the condition, properties, operations and prospects of the Company, it has had an opportunity to ask such questions of and to receive such information from, the Company as it has desired and to obtain any additional information necessary to verify the accuracy of the information and data received, and it is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Company, of which it is unaware; JVWeb has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an acquisition of its Shares of Common Stock; JVWeb has reviewed its financial condition and commitments and that, based on such review, it is satisfied that it (i) has adequate means of providing for contingencies, (ii) has no present or contemplated future need to dispose of all or any of the Interest acquired to satisfy existing or contemplated undertakings, needs or indebtedness, (iii) is capable of bearing the economic risk of the ownership of the Interest to be issued to it for the indefinite future, including recognition of any tax allocations to JVWeb as a member of the Company, and (iv) has assets or sources of income which, taken together, are more than sufficient so that it could bear the loss of the entire value of the Interest being issued to it; JVWeb is acquiring the Interest solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Interest; JVWeb understands that the Interest has not been registered under the Securities Act of 1933 (the "Act") or any state securities laws and therefore the Interest is and shall be "restricted" under such laws; JVWeb has not offered or sold any portion of the Interest and has no present intention of reselling or otherwise disposing of any portion of the Interest either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance; that there is no obligation on the part of the Company to register the Interest except as provided herein; that there is no market for the Interest and none is li...
Securities Representations and Warranties. (a) Each Contributor (other than Xxxxxxxx), severally but not jointly, hereby represents and warrants to LS Capital and Xxxxxxx that such Contributor is not a "U.S. Person" as that term in defined in Regulation S under Securities Act of 1933 (the "Act"); at the time the buy order originated for any Xxxxxxx Shares or LS Capital Shares and the date of this Agreement, such Contributor was and will be outside of the United States of America (the "U.S."); such Contributor is acquiring the Griffin Shares and the LS Capital Shares for its own account and not on behalf of any U.S. Person, and a sale has not been prearranged with a U.S. Person or a purchaser in the U.S.; such Contributor agrees that all offers and sales of the Xxxxxxx Shares and the LS Capital Shares prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof), and that all offers and sales in the U.S. after expiration of the 40- day period shall be made only pursuant to the registration thereof or an exemption from registration (and in all cases in accordance with Section 2(c) hereof); all offering documents received by such Contributor have included statements, and all stock certificates that such Contributor shall receive representing Xxxxxxx Shares or LS Capital Shares shall feature legends, to the effect that the Xxxxxxx Shares and the LS Capital Shares have not been registered under the Act and may not be offered or sold in the U.S. or to U.S. Persons prior to the expiration of a period commencing on the date of the issuance thereof and ending 40 days thereafter and all offers and sales shall only be made in compliance with the safe harbor contained in Regulation S, or pursuant to the registration thereof or an exemption from registration; such Contributor has been furnished with LS Capital's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; such Contributor is familiar with the business and financial condition, properties, operations and prospects of LS Capital and Xxxxxxx, and has been given full access to all material information concerning the condition, properties, operations and prospects of LS Capital and Xxxxxxx; such Contributor has had an opportunity t...
Securities Representations and Warranties. 18 5.1 Authorization and Validity of Agreement . . . . . . . . . . . 18 5.2
Securities Representations and Warranties. (a) In connection with, and in consideration of, the issuance of the Subject Shares to Shareholder, Shareholder represents that Shareholder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under Securities Act of 1933, as amended (the “Securities Act”), and hereby makes the additional representations set forth on Exhibit A attached hereto to the Corporation with respect to the Subject Shares, such that the Corporation may rely on them in issuing the Subject Shares.
(b) Shareholder understands, acknowledges, and agrees that the Corporation’s grant and issuance to Shareholder of the Subject Shares has not been registered under the Securities Act because the Corporation believes, relying in part on Shareholder’s representations in this document, that an exemption from such registration requirement is available for such grant. Shareholder acknowledges and agrees that the availability of this exemption depends upon the truthfulness and accuracy of the representations Shareholder is making to the Corporation in this document.
Securities Representations and Warranties. The party to whom the Shares are issued ("Party") hereby acknowledges, represents and warrants to, and agrees with, the Buyer as follows:
a. The Party understands that the sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended ("Act"), by virtue of ss.ss. 4(2) and 4(6) of the Axx xxd the provisions of Regulation D promul gated thereunder and, in accordance therewith and in furtherance thereof, the Party represents and warrants to and agrees with the Buyer as follows:
i. The Party has received the Buyer's Prospectus dated April 23, 1996, relating to the Buyer's Units that were sold pursuant thereto (which document is herein referred to as the "Information Document") has carefully reviewed it and understands and has relied on the information contained therein relating to the Buyer and information otherwise provided to the Party in writing by the Buyer relating to this investment;
ii. The Party understands that all documents, records and books pertaining to this investment (including, without limitation, the Information Document and the exhibits thereto) have been made available for inspection by the Party, the Party's attorney and/or ac countant;
iii. The Party and/or the Party's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Buyer concerning the offering of the Shares and all such questions have been answered to the full satisfaction of the Party;
iv. No oral or written representations have been made or oral or written information furnished to the Party or the Party's advisor(s) in connection with the offering of the Shares which were in any way inconsistent with the information relating to the Buyer in the Information Document;
v. The Party is not acquiring the Shares as a result of or subsequent to 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 general advertising, or any solicitation of a subscription by a person not previously known to the Party in connection with investments in securities generally;
vi. If the Party is a natural person, the Party has reached the age of majority in the state in which the Party resides. The Party has adequate means of providing for the Party's current needs and personal contingencies, is able ...
Securities Representations and Warranties. In the event that Seller elects to accept the AVRI Stock in payment of the Note, Seller will automatically be deemed to have made, and at Purchaser's request Seller will confirm in writing, each of the following representations and warranties to, and agreements with, Purchaser regarding the AVRI Stock:
(a) The shares of AVRI Stock are being acquired for Seller's own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, or resale to others or to fractionalization in whole or in part and that the transfer of the shares of AVRI Stock is intended to be exempt from registration under the Securities Act of 1933 (the "Act") by virtue of the so-called 4
Securities Representations and Warranties. The Holder warrants and represents as follows:
(a) The Holder is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended;
(b) The Holder is acquiring rights pursuant to this Option Agreement for the Holder's own account, not as an agent or representative of others, and not with the intent to resell or otherwise distribute the option rights.
(c) In the event that the Holder acquires any Units pursuant to an exercise of the Holder's rights pursuant to this Option Agreement, such Units will be acquired for the Holder's own account, not as an agent or representative of others, and not with the intent to resell or otherwise distribute the Units.
Securities Representations and Warranties. SC Culinary hereby acknowledges, represents and warrants to the Company that:
Securities Representations and Warranties. The Optionee represents and warrants to FGC as follows:
a. The Optionee acknowledges that the Optionee has received and reviewed a copy of FGC's:
(1) 1995 Annual Report to Stockholders and definitive proxy statement for the 1996 Annual Meeting of Stockholders;
(2) Quarterly Reports on Form 10-QSB for the quarters ended March 31, June 30, and September 30, 1996;
(3) Current Reports on Form 8-K dated September 12, and October 9, 1996; and
(4) Description of FGC's common stock. The Optionee acknowledges that FGC has made available to the Optionee any exhibits listed in the documents listed in the immediately preceding sentence.
b. In making the decision to accept the Option to purchase the Shares, the Optionee has relied on an independent investigation made by the Optionee and/or on the advice given to the Optionee by its own counsel, accountant or other advisors. The Optionee further represents that the Optionee and its advisors have had the opportunity to ask questions and receive answers concerning an investment in Shares and to obtain any additional information (to the extent that FGC possesses or can acquire such information without unreasonable effort or expense) necessary to verify the accuracy of any information contained in the documents listed in paragraph 6.a. or otherwise furnished to the Optionee and its advisors.
c. The Optionee realizes that an investment in the Shares involves certain risks. The Optionee (either alone or together with its purchaser representative) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in Shares. The Optionee hereby certifies that the Optionee has total assets in excess of $500,000.
d. The Optionee has evaluated the risks of investing in Shares in light of the foregoing and is satisfied that the investment is appropriate.
e. The Optionee understands (i) that when issued, the Shares will not have been registered under the Securities Act of 1933, as amended (the "Act"); and (ii) that the Shares must therefore be held indefinitely unless the sale thereof is registered under the Act, or an exemption from such registration is available.
f. The Optionee understands (i) that the Shares have not been registered or qualified with, or reviewed by, any state securities administrator in reliance upon certain exemptions to the securities laws; and (ii) therefore, that the Shares may not be sold, conveyed or transferred without registering or...
Securities Representations and Warranties. Seller, as a further material inducement to Buyer to enter into this Agreement, hereby represents and warrants to Buyer and Leisure Time that:
