Securities Representations. (a) Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock. (b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions. (c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock. (d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction. (e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions. (f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure. (g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock. (h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 5 contracts
Samples: Stock Repurchase Agreement (Natural Health Trends Corp), Stock Repurchase Agreement (Natural Health Trends Corp), Stock Repurchase Agreement (Natural Health Trends Corp)
Securities Representations. (a) Seller is aware The Holder hereby represents and warrants to OBJ and MGG as follows:
a. The Holder understands that the Option as amended and the OBJ Option Shares issuable upon exercise of the Company’s business affairs Option have not been approved or disapproved by the U.S. Securities and financial condition Exchange Commission or any state securities agency or any securities commission and has acquired sufficient information about the Company to evaluate Option and the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D OBJ Option Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”)) or the applicable securities laws of any state of the United States and may not be offered or sold absent such registration or an exemption from such registration requirements.
b. The Holder is acquiring the Option as amended and any OBJ Option Shares for investment purposes, only for his own account and Seller not with a view to, or for, resale in connection with any distribution of the Option or the OBJ Option Shares within the meaning of the Securities Act; the Holder understands the legal consequences of the foregoing representations and warranties to mean that the Holder must bear the economic risk of the investment for an indefinite period of time.
c. The Holder acknowledges that it has not relied upon OBJ or MGG or their respective counsels for legal, financial or tax advice. The Holder understands that this Amendment may have tax consequences to the Holder that are not described in this Amendment and the Holder is responsible to seeking his own tax advice in relation to this Amendment.
d. The Holder’s financial position enables Holder to bear the risks of this investment and the Holder either (check one): o either alone or with his purchaser representatives has such knowledge and experience in financial and business matters as to be that he is capable of evaluating the risks of sale of Seller Stock, merits and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions prospective investment in the Option as amended and the OBJ Shares; OR o is voluntarily assuming all risks associated with an “accredited investor” as defined in Rule 501(a) of Regulation D under the sale of Seller StockSecurities Act.
e. The Holder has not received this Amendment to the Option to offer OBJ Shares as a result of any form of general solicitation or general advertising (das those terms are used in Rule 502 of Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or as a result of any public offering within the meaning of Section 4(a)(2) Seller of the Securities Act.
f. The Holder understands and agrees that this Amendment to the Option to offer OBJ Shares upon exercise of the Option is being made pursuant to an exemption from the registration requirements under the Section 4(a)(2) of the Securities Act and pursuant to similar exemptions under applicable state securities laws.
g. The Holder acknowledges receiving that exercise of the reports Option as amended is subject to the securities law restrictions set forth in Section 8 of the Option Agreement.
h. The Holder will execute and deliver within the applicable time periods all documentation as may be required by applicable federal or state securities laws to permit the acquisition of the Option as amended and the OBJ Option Shares on the terms set forth herein and, if required by applicable federal or state securities laws or stock exchange rules, it will execute, deliver and file or assist OBJ in obtaining and filing such reports, undertakings, and other documents filed relating to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management receipt of the Company Option as amended and the opportunity to review any and all information and financial data issuance of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed OBJ Option Shares by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except it as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transactionrequired by any applicable federal or state securities laws, securities commissions, stock exchange or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosureother regulatory authority.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 3 contracts
Samples: Membership Interest Option Agreement (Watson Paul C.), Membership Interest Option Agreement (Miller Daniel S.), Membership Interest Option Agreement (Hammett Daniel J)
Securities Representations. (a) Seller Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer agrees that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares are subsequently registered under the Securities Act or registration is aware not required under the Securities Act in reliance on an available exemption. The Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits securities. Buyer agrees that he will refrain from transferring or otherwise disposing of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a resultShares, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determinedany interest therein, in consultation with counsel, that it is in Seller’s best interests such manner as to sell Seller Stock to violate the Company at this timeSecurities Act or any applicable state securities law regulating the disposition thereof. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller Buyer is an “accredited investor,” as such term is defined in within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated adequate means for providing for his current needs and possible personal contingencies and has no need now and anticipates no need in the same without foreseeable future to sell the Shares. Buyer understands that Shares are being entered into in reliance upon on specific exemptions from the Company. Seller has experience registration requirements of Federal and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions state securities laws and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company is relying upon the truth and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Companyaccuracy of Buyer’s representations, nor any of its affiliateswarranties, nor any of their respective directorsagreements, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly understandings set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by herein to determine Buyer’s suitability to purchase the Company or any other Company Related Person in connection with the TransactionsShares.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nu-Med Plus, Inc.), Stock Purchase Agreement (Nu-Med Plus, Inc.)
Securities Representations. (a) Seller Such Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach (i) an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “"accredited investor,” " as such that term is defined in Regulation D Rule 501 promulgated under the Securities Act of 1933Act, as amended (the “Securities Act”)ii) knowledgeable, sophisticated and Seller has such knowledge and experience experienced in financial and business matters as to be capable of evaluating the merits and risks of sale its investment in the Securities, (iii) capable of Seller Stockbearing the economic risk of such investments, including a complete loss of its investment in the Securities, and has carefully evaluated (iv) able, by reason of the same without business and financial experience of its officers, partners, and, employees and agents and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents) to protect its own interests in connection with the transactions described in this agreement and the related documents.
(b) Such Purchaser is acquiring the Securities for its own account and not with a view towards the public sale or distribution of such Securities, unless such public sale or distribution is properly registered under the Securities Act or exempt from the registration requirements thereof.
(c) Such Purchaser understands that the Securities are being offered and sold to it pursuant to and a reliance upon certain exemptions from the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks registration requirements of the Transactions Securities Act and applicable state securities laws and that the Company is voluntarily assuming all risks associated with relying upon the sale truth and accuracy of, and the Purchaser's compliance with, the representation, warranties, agreements, acknowledgments and understandings of Seller Stocksuch Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
(d) Seller acknowledges receiving Such Purchaser understands that any subsequent offer or sale of the reports and other documents filed to date securities by the Company with Purchaser must be registered under the Securities Act and Exchange Commission and Seller has had applicable state, securities laws or exempt from the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionregistration requirements thereof.
(e) Seller acknowledges that The Company has furnished or otherwise made available to such Purchaser or its agents, all documents, information and materials relating to the business, affairs, operations or condition of the Company and to this transaction which have been requested by or on behalf of such Purchaser. In addition, such Purchaser and its affiliates agents have or may have nonpublic information concerning been given the opportunity to ask questions of, and to receive the answers from, the Company or concerning its business, affairs, operations and conditions, as well as the Common Stock that terms and conditions of the Securities and other related matters, and has received complete and satisfactory answers to all such inquiries. In evaluating the suitability of an investment in the Securities, the Purchaser has not been disclosed relied upon any representations or other information (whether oral or written) made by or on behalf of the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except other than as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Metretek Technologies Inc), Securities Purchase Agreement (DDJ Capital Management LLC)
Securities Representations. (a) Such Seller is aware an Accredited Investor. Such Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is interpreted for purposes of Section 2(11) of the Company’s business affairs Securities Act) thereof. Such Seller understands that the Clearwire Stock has not been registered under the Securities Act as of the Effective Date and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Such Seller is knowledgeable and has acquired sufficient information about experienced in the Company to evaluate telecommunications industry and in investments in telecommunications enterprises, and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock. Such Seller has received the Disclosure Memorandum from Purchaser in sufficient time prior to entering into this Agreement. Such Seller and its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities, and have had what such Seller considers to be reasonable access to information about Clearwire. Such Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that such Seller has requested. Such Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Such Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Such Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Each Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement and the Company. Seller has experience Disclosure Memorandum and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockas contemplated by Section 3.21(b).
(d) Such Seller is aware that the shares of Clearwire Stock issued in connection with this Agreement will be "restricted securities" within the meaning of Rule 144(a)(3)(i) and 144(a)(3)(ii) and that such shares may be resold or otherwise transferred pursuant to an effective registration statement under the Securities Act or an exemption from such registration. Such Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management that all certificates representing shares of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionClearwire Stock issued in this transaction will bear a legend reflecting such status.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the CompanyFor purposes of application of state securities law, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. such Seller is not relying a resident of the state or foreign country indicated opposite his or her name on any disclosure (or non-disclosure) made (or not made) by Section 3.4 of the Company or any other Company Related Person in connection with the TransactionsDisclosure Schedule.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with With respect to any Seller who is not a resident of the United States, such non-disclosure.Seller makes the following representations, warranties and covenants:
(gi) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) such Seller is relying on this Agreement to engage not a "U.S." person (as defined in Regulation S) and is not acquiring the Transactions and would not engage in Clearwire Stock for the Transactions in the absence account or benefit of this Agreement.any U.S. person;
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Clearwire Corp), Membership Interest Purchase Agreement (Clearwire Corp)
Securities Representations. (a) Each Seller is aware represents and warrants to Unity Wireless for himself or itself that
(i) the Transaction Consideration will be acquired by such Seller for investment solely for the Seller’s own account and not with a view to or for the resale or distribution thereof.
(ii) Such Seller has reviewed the risk factors for Unity Wireless that are set forth in its SEC filings.
(iii) Such Seller understands that the Seller may sell or otherwise transfer the Transaction Consideration only if Seller shall have received the opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to Unity Wireless, to the effect that such sale or other transfer may be made under Rule 144 and subject to the Lockup set forth in Section 7. The Seller agrees to the imprinting of the Company’s business affairs and financial condition and following legend on certificates representing the Transaction Consideration issued or issuable to it: "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, DIRECTLY OR INDIRECTLY, WITHOUT A REGISTRATION STATEMENT IN EFFECT OR AN EXEMPTION FROM REGISTRATION."
(iv) Such Seller realizes that the Transaction Consideration is not a liquid investment.
(v) Such Seller has acquired sufficient information about not relied upon the Company to evaluate advice of a “Purchaser Representative” (as defined in Regulation D of the Act) in evaluating the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) investment in the merits and risks equity securities of the sale of Seller StockUnity Wireless, and that it has the knowledge and experience to evaluate Unity Wireless and the risks and merits relating thereto.
(bvi) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Such Seller is acting as principal for his own account in connection with the Transactions.
either (ci) Seller is an “accredited investor,” investor as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act or (ii) a person who is a non-United States person who is not and has not been a US citizen or US resident within the meaning of 1933, as amended (Regulation S of the “Securities Act”), and Seller has shall be such knowledge and experience in financial and business matters as on the date any securities are issued to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. holder.
(vii) Such Seller is able to bear the economic risks risk of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to losing Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage entire investment in the Transactions Transaction Consideration and would not engage understands that an investment in the Transactions in the absence of this AgreementUnity Wireless involves substantial risks.
Appears in 2 contracts
Samples: Purchase Agreement (Unity Wireless Corp), Purchase Agreement (Unity Wireless Corp)
Securities Representations. (a) Seller Each Shareholder is aware of familiar with the Company’s business affairs term "accredited investor" and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account its use in connection with the Transactions.
(c) Seller private placements of securities under applicable U.S. federal and state laws. Each Shareholder represents and warrants that such Shareholder is an “accredited investor,” investor as such term is defined in Regulation D Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities "Act”").
(b) Each Shareholder (i) is aware of the Buyer's business affairs and financial condition, has reviewed the most recent current, quarterly, and Seller annual reports of Buyer filed with the SEC pursuant to the requirements of the Securities Exchange Act of 1934 Act, as amended (the "Exchange Act"); and (ii) has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Stock. Each Shareholder has such knowledge and experience in financial and business matters as to be make such Shareholder capable of evaluating utilizing said information to evaluate the risks of sale the prospective investment and to make an informed investment decision. Each Shareholder has been furnished with all information which such Shareholder deems necessary to evaluate the merits and risks of Seller the purchase of the Stock, and such Shareholder has carefully evaluated had the same without reliance upon opportunity to ask questions and receive answers concerning the CompanyStock and Buyer from the officers and directors of Buyer, and to obtain any additional information concerning the Stock or Buyer necessary to verify the accuracy of the information furnished or made available to such Shareholder in connection herewith. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller Each Shareholder is able to bear the economic risks risk of such Shareholder's investment in the Stock. Each Shareholder is purchasing the Stock for investment for his or her own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Transactions and is voluntarily assuming all risks associated with Act.
(c) Each Shareholder understands that the sale Stock has not been registered under the Act by reason of Seller Stocka specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of such Shareholder's investment intent as expressed herein.
(d) Seller acknowledges receiving Each Shareholder understands that the reports Stock is a "restricted security" under applicable U.S. federal and other documents filed state securities laws and that, pursuant to date these laws, each Shareholder must hold the Stock indefinitely unless and until the Stock is registered (as required by the Company Section 2.2.2 hereof) with the Securities SEC and Exchange Commission qualified by state authorities or an exemption from such registration and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Companyqualification requirements is available. Seller Each Shareholder further acknowledges that he has had if an opportunity exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Stock, and requirements relating to ask questions of management Buyer which are outside of the CompanyShareholder's control and which the Buyer is under no obligation to, which questions were answered to Seller’s satisfactionand may not be able to, satisfy.
(e) Seller acknowledges Each Shareholder understands that such Shareholder may suffer adverse tax consequences as a result of such Shareholder's purchase or disposition of the Company Stock. Each Shareholder represents that such Shareholder has consulted any tax consultants such Shareholder deems advisable in connection with the purchase or disposition of the Stock and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller such Shareholder is not relying on Buyer for any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactionstax advice.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Xedar Corp), Stock Purchase Agreement (Xedar Corp)
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock has not been registered under the Securities Act and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and has acquired sufficient information about experienced in the Company to evaluate telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock, and to reach making an informed decision with respect thereto. Seller has received the Disclosure Memorandum from Purchaser in sufficient time to review and knowledgeable decision analyze its contents prior to sell the execution of this Agreement. Seller Stockand its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. As a resultSeller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, Seller is capable analysis and investigation with respect to Clearwire and its business at the time of evaluating (either by Seller or through Seller’s representatives) the merits entering into this Agreement and risks has agreed to enter into this Agreement and accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser and Clearwire set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement and the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockDisclosure Memorandum.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data jurisdiction of the Company. Seller further acknowledges that he has had an opportunity to ask questions District of management of the Company, which questions were answered to Seller’s satisfactionColumbia.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock has not been registered under the Securities Act and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and has acquired sufficient information about experienced in the Company to evaluate telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock, and to reach making an informed decision with respect thereto. Seller has received the Disclosure Memorandum from Purchaser in sufficient time to review and knowledgeable decision analyze its contents prior to sell the execution of this Agreement. Seller Stockand its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. As a resultSeller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, Seller is capable analysis and investigation with respect to Clearwire and its business at the time of evaluating (either by Seller or through Seller’s representatives) the merits entering into this Agreement and risks has agreed to enter into this Agreement and accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser and Clearwire set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set form in this Agreement and the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockDisclosure Memorandum.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data jurisdiction of the Company. Seller further acknowledges that he has had an opportunity to ask questions State of management of the Company, which questions were answered to Seller’s satisfactionFlorida.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Securities Representations. (a) Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and The Seller has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of sale the acquisition of Seller StockInnuity Stock and, by reason of the Seller's financial and business experience, has carefully evaluated the same without reliance upon capacity to protect the Company. Seller has experience and familiarity Seller's interests in connection with the market in which the Common Stock is tradedacquisition of Innuity Stock. The Seller is financially able to bear the economic risks risk of the Transactions and is voluntarily assuming all risks associated with acquisition of Innuity Stock contemplated by this Agreement, including the sale total loss thereof. The Seller was not organized for the specific purpose of Seller acquiring the Innuity Stock.
(db) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and The Seller has had received and reviewed all information it considers necessary or appropriate for deciding whether to acquire the opportunity to discuss Innuity Stock for the Company’s business, operations, prospects, management and financial affairs with the management account of the Company and the opportunity to review any and all information and financial data of the CompanySeller. The Seller further acknowledges represents that he it has had an opportunity to ask questions and receive answers from the Buyer and its officers and employees regarding the terms and conditions of management purchase of the CompanyInnuity Stock and regarding the business, financial affairs and other aspects of the Buyer and has further had the opportunity to obtain any information (to the extent the Buyer possesses or can acquire such information without unreasonable effort or expense) which questions were answered the Seller deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to the Seller’s satisfaction.
(c) The Seller acknowledges that the Innuity Stock has not been registered under the Securities Act, or qualified under applicable blue sky laws or any other applicable blue sky laws in reliance, in part, on the representations and warranties herein. The Innuity Stock is being acquired by the Seller for investment purposes for the Seller's own account only and not for sale or with a view to distribution of all or any part of the Innuity Stock.
(d) The Seller understands that unless the shares of Innuity Stock become registered under the Securities Act pursuant to the Registration Rights Agreement, the shares of Innuity Stock are "restricted securities" under the federal securities laws in that such securities will be acquired from the Buyer in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold only upon registration or without registration under the Act only in certain limited circumstances in each case in compliance with applicable securities laws and that otherwise such securities must be held indefinitely. The Seller understands that each certificate representing Innuity Stock will bear a transfer restriction substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
(e) The Seller acknowledges understands that unless the Company shares of Innuity Stock become registered under the Securities Act pursuant to the Registration Rights Agreement, the shares of Innuity Stock, and its affiliates have any securities issued as a dividend or may have nonpublic information concerning otherwise distributed thereon, will not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each a "TRANSFER") except upon the Company or conditions specified in this Agreement, which conditions are intended to insure compliance with the Common Stock that has not been disclosed provisions of the Securities Act. The Seller will observe and comply with the Securities Act and the rules and regulations promulgated by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees Securities and Exchange Commission thereunder as no in effect or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company hereafter enacted or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person promulgated in connection with any Transfer of shares of Innuity Stock beneficially owned by the TransactionsSeller of the Selling Members If the shares of the Innuity Stock become registered, any Transfers of such shares will be governed by the terms and conditions of Securities Exchange Act, the registration statement for such shares and the Registration Rights Agreement.
(f) Seller acknowledges that any nonpublic information No shares of Innuity Stock acquired pursuant to this Agreement may be indicative transferred except (i) upon written notice to the Buyer prior to any Transfer and (ii) if accompanied by the written opinion of counsel to the Buyer stating that in the opinion of such counsel such proposed Transfer does not involve a value transaction requiring registration or qualification of such shares of Innuity Stock under the Securities Act or the securities or "blue-sky" laws of any relevant state of the United States. The Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, understands and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not Buyer, at its discretion, may cause stop transfer orders to be obligated to disclose any nonpublic information it may have, or have liability placed with its transfer agent with respect to certificates for the Innuity Stock in the event of a proposed Transfer in violation or breach of this Agreement or that is or may otherwise be unlawful. Notwithstanding the foregoing, the Buyer will not prohibit the Transfer of Innuity Stock to the extent that such nona Transfer is in compliance with (a) the Securities Act (including Rule 144 promulgated under the Securities Act), the Securities Exchange Act and any applicable state securities or "blue-disclosuresky" laws, and (b) if the shares of Innuity Stock are registered, the applicable registration statement and the Registration Rights Agreement.
(g) The Seller acknowledges that public disclosure has read and reviewed all of this Agreement the Buyer's registrations, reports, proxy statements, schedules, forms, statements and other documents filed with the SEC under either of the Act or the Transactions may itself materially impact Securities Exchange Act, since September 30, 2006 (the perceived value of the Common Stock"BUYER SEC DOCUMENTS").
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Innuity, Inc. /Ut/), Asset Purchase Agreement (Innuity, Inc. /Ut/)
Securities Representations. 5.1 Seller represents and warrants to Buyer that:
(a) Seller is aware will acquire the Shares for Seller’s own account for investment and not with a view to, or for resale in connection with, a distribution of the Company’s business affairs and financial condition and has acquired sufficient information about Shares within the Company to evaluate the risks and merits meaning of the Transactions and to reach an informed and knowledgeable decision to sell Seller StockSecurities Act. As a resultIn that regard, Seller is capable of evaluating understands that (either by Seller or through Seller’s representativesi) the merits Shares have not been registered under the Securities Act or under any state securities laws and risks of are therefore “restricted securities”; and (ii) the sale of Seller StockShares may not be Transferred unless they are registered under the Securities Act or an exemption from such registration is available.
(b) Seller has made his own understands that an investment analysis and decision to sell Seller Stock and has had in the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsShares involves risk.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be that Seller is capable of evaluating the merits and risks of sale of Seller Stock, an investment in the Shares and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity in protecting Seller’s own interests in connection with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission this transaction; and Seller has had the opportunity to discuss investigate the Company’s business, operations, prospects, management business and financial affairs with the management of the Company Buyer and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the CompanyBuyer’ officers, which questions were answered either directly or through Seller’s authorized representatives; and
(d) Seller is an “accredited investor” as defined in Regulation D under the Securities Act.
5.2 The Buyer represents and warrants to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with its receipt of any Shares as a distribution from Seller, that:
(a) The Buyer will acquire the TransactionsShares for such Buyer’s own account for investment and not with a view to, or for resale in connection with, a distribution of the Shares within the meaning of the Securities Act. In that regard, such Buyer understands that (i) the Shares have not been registered under the Securities Act or under any state securities laws and are therefore “restricted securities”; and (ii) the Shares may not be Transferred unless they are registered under the Securities Act or an exemption from such registration is available;
(b) Such Buyer understands that an investment in the Shares involves risk;
(c) Such Buyer has such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and risks of an investment in the Shares and in protecting such Buyer’s own interests in connection with this transaction; and such Buyer’s has had the opportunity to investigate the business and affairs of the Buyer and to ask questions of the Buyer’ officers, either directly or through Seller’s authorized representatives; and
(d) Such Buyer is an “accredited investor” as defined in Regulation D under the Securities Act.
5.3 Seller and Buyer understand and agree that each certificate evidencing the Shares will bear the following or a similar legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (fTHE ‘ACT’) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each TransactionAND MAY NOT BE SOLD, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.” Seller agrees that Buyer may place stop orders on each certificate evidencing any of the Company shall not be obligated Shares with its transfer agent, if any, to disclose any nonpublic information it may have, or have liability with respect to such non-disclosurethe same effect as the legend set forth in this Section 5.3.
(g) Seller acknowledges 5.4 The Buyer agrees that public disclosure Seller's distribution of this Agreement or the Transactions may itself materially impact the perceived value any of the Common StockClosing Shares to any Seller’s Shareholder does not constitute a violation of any of Seller's representations and warranties.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Kensington Leasing, Ltd.)
Securities Representations. References to a Seller in this Section 3.24 only shall be deemed to refer only to those Sellers who elect to receive Clearwire Stock as permitted in Section 2.3(c):
(a) Each Seller is aware an Accredited Investor. Each Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Each Seller understands that the Clearwire Stock has not been registered under the Securities Act and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Each Seller is knowledgeable and has acquired sufficient information about the Company to evaluate capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock, and making an informed decision with respect thereto. Each Seller has received the Disclosure Memorandum from Purchaser in sufficient time to the review and analyze its contents prior to its election to receive Clearwire Stock at the Closing. Each Seller and its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Each Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that such Seller has requested. Each Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Each Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Each Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Each Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement and the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockDisclosure Memorandum.
(d) For purposes of application of state securities law, each Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to state indicated below such Seller’s satisfaction's signature.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. Such Contributing Stockholder hereby acknowledges the following:
(a) Seller is aware The Company Shares have not been registered under the Securities Act, nor qualified under the securities laws of the Company’s business affairs and financial condition and has acquired sufficient information about any other jurisdiction, (ii) the Company Shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) such Contributing Stockholder has no right to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller require such registration or through Seller’s representatives) the merits and risks of the sale of Seller Stock.qualification;
(b) Seller has made his The Company Shares to be acquired by the Contributing Stockholders pursuant to this Agreement will be acquired for such Contributing Stockholder’s own investment analysis account and decision to sell Seller Stock not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account Shares will not be disposed of in connection with contravention of the Transactions.Securities Act or any applicable state securities laws;
(c) Seller Each Contributing Stockholder is an “accredited investor,” as such term is defined in Regulation D Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and Seller . Each Contributing Stockholder has such substantial knowledge and experience in financial and business matters as to be capable matters, has specific experience making investment decisions of a similar nature, and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Company Shares and of evaluating the merits and risks of sale of Seller Stockan investment in the Company Shares;
(d) Each Contributing Stockholder has carefully reviewed and understands the risks of, and has carefully evaluated other considerations relating to, an investment in the same without reliance upon Company Shares;
(e) Each Contributing Stockholder understands that its investment in the CompanyCompany Shares is subject to significant economic risk, including the relative illiquidity resulting from the fact that the Company Shares (i) have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or they are sold pursuant to an exemption from such registration, and (ii) are subject to additional restrictions as provided herein. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller Such Contributing Stockholder is able to bear the such economic risks risk of the Transactions and is voluntarily assuming all risks associated with investment in the sale Company Shares for an indefinite period of Seller Stock.time;
(df) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he Each Contributing Stockholder has had an opportunity to ask questions of management and receive answers concerning the terms and conditions of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that offering of the Company Shares and its affiliates have or may have nonpublic has had full access to such other information concerning the Company or the Common Stock that as it has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.requested; and
(g) Seller acknowledges that public disclosure of this Agreement No Contributing Stockholder has received or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on upon any written offering literature or prospectus other than this Agreement to engage Agreement. Further, no Contributing Stockholder has received or is relying upon any oral representations which are in any manner inconsistent with the Transactions and would not engage written information contained in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Stock Contribution Agreement (Palisade Capital Management LLC/Nj)
Securities Representations. (1) The Vendor acknowledges that the Purchaser is a reporting company in Canada and the United States and therefore files information with the Ontario Securities Commission and with the Securities and Exchange Commission in the United States ("Public Information"). The Vendor represents that it has reviewed the Public Information and is fully familiar with Purchaser's current business and future prospects. All statements, facts, representations, projections, descriptions, estimates, opinions, views, expectations, plans, observations, analyses, judgments, forecasts, assessments, warranties, and assumptions set forth in the Public Information are subject to, and qualified in their entirety by, this Agreement.
(2) The Vendor acknowledges that the Purchaser has made available to it all requested documents and records in its possession, and has offered to the Vendor an opportunity to discuss this transaction with the Purchaser and/or representatives of the Purchaser and obtain any additional information necessary to verify the accuracy of any information furnished. The Vendor acknowledges that no information furnished by the Purchaser constitutes investment, accounting, legal or tax advice. The Vendor is relying solely upon itself and its professional advisors, if any, for such advice.
(3) The Vendor has relied solely upon its own independent investigation in making a decision to sell the Purchased Shares for the Consideration Shares. The Consideration Shares are speculative investments which involve a substantial degree of risk with no assurance of any income from such investments and the possibility that such Consideration Shares may become worthless. The Purchasers acknowledges that the Consideration Shares are not traded on any stock exchange in the United States and that there is only a limited market for the Consideration Shares in the United States. The Vendor must therefore be prepared to bear the economic risks of owning the Consideration Shares for an indefinite period.
(4) The Vendor acknowledges that (a) Seller is aware the Consideration Shares are not being registered under the laws of the Company’s business affairs any jurisdiction and financial condition and has acquired sufficient information about the Company are being sold pursuant to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, exemption from registration set forth in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended amended, (the “"Securities Act”)") and (b) Purchaser has not furnished the Vendor with all information that would be included in the applicable registration statement if the Consideration Shares were offered and registered under the Securities Act.
(5) The Vendor represents that the Consideration Shares will be acquired solely for the account of the Vendor, solely for investment purposes and not with a view to resale or distribution, and Seller that no other person has, or will acquire, any direct or indirect interest in the Consideration Shares. The Vendor has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such knowledge person, or anyone else, the Consideration Shares, or any interest therein, and experience the Vendor has no plans to enter into any such contract, undertaking, agreement or arrangement. The Vendor understands that he may not dispose of the Consideration Shares, or any part thereof, or any interest therein, unless and until legal counsel for Purchaser shall have provided its written opinion that the intended disposition does not violate the law of any jurisdiction. The Vendor acknowledges that the Consideration Shares are non-transferable, that it will not be possible for the Vendor to liquidate the Consideration Shares readily in case of an emergency and, therefore, must bear the financial risk of owning the Consideration Shares investment for an indefinite period.
(6) The Vendor is knowledgeable and business matters experienced in making and evaluating investments. The investments of the Vendor in, and their commitments to, all non-liquid investments (including an investment in Purchaser) are reasonable in relation to their respective net worths, and the Vendor has the ability to bear the financial risk of an investment in Purchaser.
(7) The Vendor will indemnify and hold Purchaser, its affiliates, and representatives, harmless from and against any and all loss, liability, cost, damage, expense (including attorney's fees and expenses) and claims arising out of, in connection with or resulting (i) from the sale or distribution of any Consideration Shares by the Vendor in violation of any applicable law, rule or regulation, and (ii) any misrepresentation by the Vendor or any breach of any warranties herein or any covenants or agreements set forth herein.
(8) The Vendor understands and acknowledges that no federal or state agency, governmental authority, regulatory body, stock exchange or other entity in the United States, or any other jurisdiction, has made any finding or determination as to be capable the merits of evaluating the risks of sale of Seller StockConsideration Shares, nor have any such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Consideration Shares.
(9) The Vendor represents, warrants, and has carefully evaluated acknowledges that (a) the same without reliance upon Consideration Shares were not offered or distributed to the Company. Seller has experience Vendor through an advertisement in printed media of general and familiarity with the market regular paid circulation, radio or television, and (b) they did not attend any seminars or meetings regarding this transaction, in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockattendees were invited by any general solicitation or general advertising.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. (a) Seller Purchaser is aware able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the Company’s business affairs entire investment in the Shares, and financial condition will, after making an investment in the Shares, have sufficient means of providing for Purchaser's current needs and has acquired sufficient information about the Company possible future contingencies. Additionally, Purchaser's overall commitment to evaluate the risks investments which are not readily marketable is not disproportionate to Purchaser's net worth and merits of the Transactions and this Agreement will not cause such overall commitment to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stockbecome excessive.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsThe Shares will not be sold by Purchaser without registration under applicable securities acts or a proper exemption from such registration.
(c) Seller The Shares are being acquired by Purchaser for Purchaser's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. Purchaser is an “accredited investor,” as such term is defined aware that there are substantial restrictions on the transferability of the Shares.
(d) Purchaser has had access to any and all information concerning the Company that Purchaser and Purchaser's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. The available information included all information filed by the Company with the Securities and Exchange Commission. In making the decision to purchase the Shares herein agreed to, Purchaser and Purchaser's advisors have relied upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in Regulation D connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of Purchaser.
(e) Purchaser also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The Shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Securities "Act”)") and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, and Seller has such knowledge and experience in financial and business matters as 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 capable of evaluating established to the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data satisfaction of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges Purchaser knows that any nonpublic information may be indicative the Shares are offered and sold pursuant to exemptions from registration under the Securities Act of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction1933, or may be otherwise adverse to Selleras amended, and such nonpublic informationstate securities law based, if known in part, on these warranties and representatives, which are the very essence of this Agreement, and constitute a material part of the bargained-for consideration without which this Agreement would not have been executed. Purchaser agrees to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that indemnify and hold the Company shall not be obligated to disclose harmless for any nonpublic information it may have, damages suffered by the Company as a result of any misrepresentation or have liability with respect to such non-disclosurebreach of any representation or warranty of Purchaser.
(g) Seller acknowledges that public disclosure By reason of this Agreement Purchaser's business or financial experience or the Transactions may itself materially impact business or financial experience of Purchaser's professional advisors, Purchaser has the perceived value capacity to protect Purchaser's own interest in connection with this transaction or has a pre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the Common Stockcharacter, business acumen and general business and financial circumstances of such person with whom such relationship exists.
(h) Seller Purchaser is relying on this Agreement to engage in an "accredited investor" as defined under Rule 501 of Regulation D as promulgated under the Transactions and would not engage in the Transactions in the absence Securities Act of this Agreement1933, as amended.
Appears in 1 contract
Securities Representations. (a) The Seller is aware and each stockholder of the Company’s business affairs and financial condition and has acquired sufficient information about Seller are "accredited investors" within the Company to evaluate the risks and merits meaning of the Transactions and to reach an informed and knowledgeable decision to sell Seller StockSecurities Act. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks Each of the sale of Seller Stock.
(b) Seller and each stockholder has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be such that it is capable of evaluating the risks of sale of Seller Stock, merits and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions investment in the Shares issued to the Seller by the Buyer pursuant to this Agreement and is voluntarily assuming all financially able to undertake the risks associated with involved in such an investment. The Seller and the sale Stockholder further understand that (i) the Shares have not been registered under the Securities Act, or any state securities law by reason of Seller Stocktheir issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D promulgated thereunder and an exemption under the applicable state securities law, (ii) such Shares must be held indefinitely unless a registration statement covering the resale of such shares is effective under the Securities Act and such state law or unless an exemption from registration under the Securities Act and such state law is available and (iii) the Shares will bear a legend to the foregoing effect.
(db) The Buyer has provided the Seller acknowledges receiving and Stockholder with copies of the annual report and quarterly reports to stockholders, proxy statements and other documents filed to date by the Company with all filing under the Securities Exchange Act of 1934, as amended, published or filed during the past two fiscal years by SatCon Technology Corporation. The Buyer has granted the Seller and Exchange Commission the Stockholder and their attorneys or other representatives access to all other information about the Buyer and SatCon Technology Corporation which the Seller has and the Stockholder have requested; and the Seller and its attorneys or other representatives have had the opportunity to discuss the Company’s businessask questions of, operationsand receive answers from, prospects, management and financial affairs with the management representatives of the Company Buyer and SatCon Technology Corporation concerning such information and the opportunity to review any Buyer's and all information SatCon Technology Corporation's financial condition and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionprospects.
(ec) The principal office of the Seller acknowledges that and the Company and its affiliates have or may have nonpublic information concerning place at which the Company or the Common Stock that has not been disclosed decision by the Company Seller and the Stockholder to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person participate in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or and the Transactions may itself materially impact transactions contemplated hereby was made is located at the perceived value of address appearing next to the Common StockSeller's and the Stockholders' names in Section 10 hereof.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. A. Subscriber represents and warrants that it is acquiring the shares of Common Stock solely for investment, solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statements or as otherwise permitted under the Securities Act.
B. Subscriber understands that it may sell or otherwise transfer the shares of Common Stock only if such transaction is duly registered under the Securities Act, under the Registration Statements or otherwise, or if Subscriber shall have received the favorable opinion of counsel to Subscriber to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and registration or qualification in every applicable state. The certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Subscriber realizes that the shares of Common Stock are not a liquid investment.
C. Subscriber has not relied upon the advice of a "Purchaser Representative" (a) Seller is aware as defined in Regulation D of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate Securities Act) in evaluating the risks and merits of this investment. Subscriber has the Transactions knowledge and experience to reach an informed evaluate the Company and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the risks and merits and risks of the sale of Seller Stockrelating thereto.
(b) Seller has made his own investment analysis D. Subscriber represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller Subscriber is an “"accredited investor,” " as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Seller has shall be such knowledge and experience in financial and business matters as to be capable of evaluating on the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the date any Common Stock is traded. Seller issued to Subscriber; Subscriber acknowledges that Subscriber is able to bear the economic risks risk of losing Subscriber's entire investment in the Transactions shares and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by understands that an investment in the Company involves substantial risks; Subscriber has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the Securities Subscriber; and Exchange Commission and Seller Subscriber has invested in previous transactions involving restricted securities. Subscriber has had the opportunity to discuss the Company’s business, operations, prospects, management and financial 's affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction's officers.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Exchange Agreement (Connect Inc)
Securities Representations. (a) Seller is aware domiciled in and each Shareholder is a resident of the Company’s business affairs Commonwealth of Pennsylvania, and financial condition Seller and has acquired sufficient information about each Shareholder is an "accredited investor" as that term is in Rule 501 of Regulation D under the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller StockSecurities Act.
(b) Seller and each Shareholder has read the Securities Reports. Buyer has made his own investment analysis available to Seller and decision each Shareholder all documents that Seller or any Shareholder has requested relating to sell Seller the Buyer, the Shares and the Warrants, and any Common Stock issuable upon exercise of the Warrants (collectively the "Securities"), and has provided answers to Seller and all of the Shareholders' questions concerning the Buyer and the Securities. In addition, Seller and each Shareholder has had the an opportunity to conduct his own investigation discuss the Buyer and the Securities with representatives of Buyer and to the extent Seller has deemed it necessary and desirable and, notwithstanding ask questions of them. Without limiting the foregoing, Seller and each Shareholder understands and acknowledges that neither Buyer nor anyone acting on its behalf has determinedmade any representations or warranties other than those contained herein respecting Buyer or the future conduct of Buyer's business or of Seller's business, and neither Seller nor any Shareholder has relied upon any representations or warranties other than those contained herein in consultation with counsel, the belief that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactionsthey were made on behalf of Buyer.
(c) Seller and each Shareholder recognizes that receipt of the Shares involves certain risks, including without limitation those set forth in the Registration Statement on the Form S-3 that is an “accredited investor,” as such term is defined in Regulation D under one of the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, Reports and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able sufficient knowledge to bear the economic risks of the Transactions and is voluntarily assuming understand all risks associated with the sale of Seller Stocksuch risks.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with each Shareholder is acquiring the Securities and Exchange Commission and Seller has had to be issued to it without a view to any distribution or resale thereof, other than a resale that, in the opportunity opinion of Seller's counsel, which opinion is satisfactory to discuss Buyer, may be made without violating the Company’s business, operations, prospects, management and financial affairs with the management registration provisions of the Company Securities Act or applicable Pennsylvania securities laws. The Securities are "restricted securities" within the meaning of Rule 144 under the Securities Act and have not been registered under the opportunity to review any Securities Act and all information and financial data of therefore must be held indefinitely unless they are subsequently registered under the Company. Seller further acknowledges that he has had Securities Act or an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionexemption from registration is available.
(e) Seller acknowledges and each Shareholder understands that there shall be endorsed on the Company and its affiliates have or may have nonpublic information concerning the Company or the certificate evidencing each share of Common Stock that has not been disclosed by the Company issued pursuant to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact Warrant delivered contemporaneously herewith a legend substantially similar to the perceived value of the Common Stockfollowing: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE '1933 ACT'), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE 'RESTRICTED SECURITIES' AS DEFINED BY RULE 144 UNDER THE 1933 ACT. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT, OR IN LIEU THEREOF, AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTS.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement."
Appears in 1 contract
Securities Representations. (a) Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission (the “SEC”) and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he is a director of the Company and, in such capacity, has been provided with certain material nonpublic information concerning the Company and the Common Stock, and Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth hereinin Section 3 hereof. Seller acknowledges that the information disclosed to him by the Company or any Company Related Person concerning the Company and the Common Stock, some of which may be material nonpublic information, may not be fully complete or accurate, and that Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions, except for the representations set forth in Section 3 hereof.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Stock Repurchase Agreement (Natural Health Trends Corp)
Securities Representations. (a) Seller is aware has substantial knowledge and -------------------------- experience in making investment decisions of the Company’s business affairs type contemplated by the exchange of an Old Note for a New Note and financial condition Warrant and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) such exchange. Seller has received and reviewed the Company's Confidential Private Placement Memorandum dated October 31, 1997 (draft dated October 16, 1997) (the "Memorandum"). The Company has made his own investment analysis and decision available to sell Seller Stock all documents requested and has provided answers to all of its questions relating to an investment in the Company or PSC. In evaluating the exchange of its Old Note for a New Note and Warrant, Seller has not relied upon any representations or other information (whether oral or written) other than as set forth in the Memorandum. Seller has had the an opportunity to conduct his own investigation discuss such exchange with representatives of the Company and to ask questions of them. Seller understands that an investment in the extent Company or PSC involves significant risks, and Seller has deemed it necessary reviewed and desirable andis aware of the risk factors described in the Memorandum under the caption "Risk Factors". Seller is acquiring its New Note and Warrant, notwithstanding the foregoingCommon Stock (as defined in the New Notes) issuable upon conversion of its New Note and the Common Stock (or other securities) issuable upon exercise of its Warrant (collectively, the "Securities") for its own account for investment, not for resale to any other person and not with a view to or in connection with any resale or distribution. Seller understands that the Securities have not been registered under the federal securities laws or the securities laws of any other jurisdiction and cannot be transferred or resold except as permitted pursuant to a valid registration statement or an applicable exemption from registration. Seller acknowledges that neither the Company nor PSC has determined, made any representations with respect to registration of the Securities under applicable securities laws (except as provided in consultation with counselSection 5 of the New Notes), that it no such registration is contemplated, that there can be no assurance that there will be any market for the Securities in Seller’s best interests the foreseeable future and that, as a result, Seller must be prepared to sell Seller Stock to bear the Company at this economic risk of its investment for an indefinite period of time. Seller is acting as principal for his own account in connection with understands that the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D certificates or other instruments representing the Securities shall bear restrictive legends under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates no representations have or may have nonpublic information been made to it concerning the Company size, valuation or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any timing of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees an initial public offering or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) other financing by the Company or any other Company Related Person in connection with the TransactionsPSC.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Note Exchange Agreement (Prodigy Communications Inc)
Securities Representations. (a) Seller Holder represents and warrants that it is aware purchasing the Preferred solely for investment solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statement or as otherwise permitted under the Securities Act.
(b) Holder understands that it may sell or otherwise transfer the Preferred or the shares issuable on conversion of the Preferred only if such transaction is duly registered under the Securities Act, under the Registration Statement or Rule 144 or otherwise, or if Holder shall have received the favorable opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to the Company’s business affairs , to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and financial condition registration or qualification in every applicable state. The certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Holder realizes that the Preferred are not a liquid investment.
(c) Holder has acquired sufficient information about not relied upon the Company to evaluate advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Holder has the Transactions knowledge and experience to reach an informed evaluate the Company and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the risks and merits and risks of the sale of Seller Stockrelating thereto.
(bd) Seller has made his own investment analysis Holder represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller Holder is an “"accredited investor,” " as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Seller has shall be such knowledge and experience in financial and business matters as on the date any Preferred are issued to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller holder; Holder acknowledges that Holder is able to bear the economic risks risk of losing Holder's entire investment in the Transactions shares and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by understands that an investment in the Company involves substantial risks; Holder has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the Securities Holder; and Exchange Commission and Seller Holder has invested in previous transactions involving restricted securities. Holder has had the opportunity to discuss the Company’s business, operations, prospects, management and financial 's affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction's officers.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Private Placement Purchase Agreement (Nexar Technologies Inc)
Securities Representations. (1) The Vendor acknowledges that Purchaser is a reporting company in Canada and the United States and therefore files information with the Ontario Securities Commission and with the Securities and Exchange Commission in the United States ("Public Information"). The Vendor represents that it has reviewed the Public Information and is fully familiar with Purchaser's current business and future prospects. All statements, facts, representations, projections, descriptions, estimates, opinions, views, expectations, plans, observations, analyses, judgments, forecasts, assessments, warranties, and assumptions set forth in the Public Information are subject to, and qualified in their entirety by, this Agreement.
(2) The Vendor acknowledges that the Purchaser has made available to it all requested documents and records in its possession, and has offered to the Vendor an opportunity to discuss this transaction with the Purchaser and/or representatives of the Purchaser and obtain any additional information necessary to verify the accuracy of any information furnished. The Vendor acknowledges that no information furnished by the Purchaser constitutes investment, accounting, legal or tax advice. The Vendor is relying solely upon itself and its professional advisors, if any, for such advice.
(3) The Vendor has relied solely upon its own independent investigation in making a decision to sell the Purchased Shares for the Consideration Shares. The Consideration Shares are speculative investments which involve a substantial degree of risk with no assurance of any income from such investments and the possibility that such Consideration Shares may become worthless. The Purchasers acknowledges that the Consideration Shares are not traded on any stock exchange in the United States and that there is only a limited market for the Consideration Shares in the United States. The Vendor must therefore be prepared to bear the economic risks of owning the Consideration Shares for an indefinite period.
(4) The Vendor acknowledges that (a) Seller is aware the Consideration Shares are not being registered under the laws of the Company’s business affairs any jurisdiction and financial condition and has acquired sufficient information about the Company are being sold pursuant to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, exemption from registration set forth in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended amended, (the “"Securities Act”)") and (b) Purchaser has not furnished the Vendor with all information that would be included in the applicable registration statement if the Consideration Shares were offered and registered under the Securities Act.
(5) The Vendor represents that the Consideration Shares will be acquired solely for the account of the Vendor, solely for investment purposes and not with a view to resale or distribution, and Seller that no other person has, or will acquire, any direct or indirect interest in the Consideration Shares. The Vendor has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such knowledge person, or anyone else, the Consideration Shares, or any interest therein, and experience the Vendor has no plans to enter into any such contract, undertaking, agreement or arrangement. The Vendor understands that he may not dispose of the Consideration Shares, or any part thereof, or any interest therein, unless and until legal counsel for Purchaser shall have provided its written opinion that the intended disposition does not violate the law of any jurisdiction. The Vendor acknowledges that the Consideration Shares are non-transferable, that it will not be possible for the Vendor to liquidate the Consideration Shares readily in case of an emergency and, therefore, must bear the financial risk of owning the Consideration Shares investment for an indefinite period.
(6) The Vendor is knowledgeable and business matters experienced in making and evaluating investments. The investments of the Vendor in, and their commitments to, all non-liquid investments (including an investment in Purchaser) are reasonable in relation to their respective net worths, and the Vendor has the ability to bear the financial risk of an investment in Purchaser.
(7) The Vendor will indemnify and hold Purchaser, its affiliates, and representatives, harmless from and against any and all loss, liability, cost, damage, expense (including attorney's fees and expenses) and claims arising out of, in connection with or resulting (i) from the sale or distribution of any Consideration Shares by the Vendor in violation of any applicable law, rule or regulation, and (ii) any misrepresentation by the Vendor or any breach of any warranties herein or any covenants or agreements set forth herein.
(8) The Vendor understands and acknowledges that no federal or state agency, governmental authority, regulatory body, stock exchange or other entity in the United States, or any other jurisdiction, has made any finding or determination as to be capable the merits of evaluating the risks of sale of Seller StockConsideration Shares, nor have any such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Consideration Shares.
(9) The Vendor represents, warrants, and has carefully evaluated acknowledges that (a) the same without reliance upon Consideration Shares were not offered or distributed to the Company. Seller has experience Vendor through an advertisement in printed media of general and familiarity with the market regular paid circulation, radio or television, and (b) they did not attend any seminars or meetings regarding this transaction, in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockattendees were invited by any general solicitation or general advertising.
(d10) Seller acknowledges receiving the reports and other documents filed to date by the Company with The Vendor is an "Accredited Investor" as such term is defined in Rule 501(a) under the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionAct as set forth at Schedule 2.8 hereto.
(e11) Seller The Vendor understands and acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed Consideration Shares are "restricted securities," as defined by the Company Securities Act, and agree to Seller. Seller further acknowledges that neither resell the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors Securities only (collectively, “Company Related Persons” and each a) pursuant to a “Company Related Person”) has made any representations to Seller concerning registration statement under the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each TransactionSecurities Act, or may be otherwise adverse (b) pursuant to Seller, and a written opinion of legal counsel for Purchaser stating that such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosureresale is exempt from registration.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. (a) Seller is aware For purposes of this Section, the shares of Common Stock of the Company’s business affairs and financial condition and has acquired sufficient information about Company shall be referred to as the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock"Securities."
(b) Seller has made his own investment analysis Each Selling Shareholder represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants for itself that it is in Seller’s best interests to sell Seller Stock to purchasing and has purchased the Company at this time. Seller is acting as principal Securities solely for his investment solely for its own account in connection and not with a view to or for the Transactionsresale or distribution there of except as permitted under a registration statement or under any exemption from registration which is available under the securities law.
(c) Seller Each Selling Shareholder understands that it may sell or otherwise transfer the Securities or the shares issuable on conversion of the Tranche B Loans only if such transaction is an “accredited investor,” as such term is defined in Regulation D registered under the Securities Act of 1933, as amended (amended, under the “Securities Act”)Registration Statement or otherwise, and Seller has such knowledge and experience in financial and business matters as or if the Company shall have received the favorable opinion of counsel to the Selling Shareholder, which opinion shall be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon reasonably satisfactory to counsel to the Company. Seller has experience and familiarity with , to the market effect that such sale or other transfer may be made in which the Common Stock is traded. Seller is able to bear absence of registration under the economic risks Securities Act of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock1933, as amended.
(d) Seller acknowledges receiving Each Selling Shareholder represents for itself that it understands that the reports and other documents filed Securities are not a liquid investment, that it is to date by bear the economic risk of losing its entire investment in the Securities, that an investment in the Company with the Securities and Exchange Commission and Seller involves substantial risks, that it has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and received all information it considers necessary or appropriate for the purpose of deciding whether to purchase the Securities, and financial data of the Company. Seller further acknowledges that he it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of management the investment in the Securities and the business, properties, prospects and financial condition of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges Each Selling Shareholder represents for itself that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that is has not been disclosed by relied upon the Company advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Such Selling Shareholder represents for itself that it has the knowledge and experience to Seller. Seller further acknowledges that neither evaluate the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” Securities and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactionsrisks and merits relating thereto.
(f) Seller acknowledges Each Selling Shareholder represents and warrants for itself that any nonpublic information may be indicative it is an "accredited investor" as such term is defined in Rule 501 of a value Regulation D promulgated under the Securities Act of Seller Stock 1933, as amended, that is different from it has the Purchase Price reflected in each Transaction, or may be otherwise adverse power and authority to Sellerenter into this Agreement, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company execution and delivery of, and performance under this Agreement shall not be obligated conflict with any rule, regulation, judgement or agreement applicable to disclose any nonpublic information it may have, or have liability with respect to such non-disclosurethe Selling Shareholder.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value Each of the Common Stock.
(h) Seller is relying on this Agreement to engage Foundation and Partnership represents and warrants that it has not been organized, reorganizes or recapitalized specifically for the purposes of investing in the Transactions and would not engage in the Transactions in the absence of this AgreementSecurities.
Appears in 1 contract
Samples: Partnership Agreement (Usci Inc)
Securities Representations. (a) Seller is aware of Purchaser acknowledges that that there has been made available to Purchaser the Company’s business affairs and financial condition and has acquired sufficient opportunity to obtain additional information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of an investment in the sale Purchased Shares. Purchaser has had the opportunity to ask questions of, and has received satisfactory answers from, Sellers concerning the business of Seller Stockthe Company and its Subsidiaries. No oral representations have been made or oral information furnished to Purchaser's advisors in connection with the Purchased Shares.
(b) Seller has made his own investment analysis Purchaser understands and decision to sell Seller Stock and has had acknowledges that (i) the opportunity to conduct his own investigation Purchased Shares have not been registered under the Securities Laws, (ii) that the Purchased Shares are being sold to the extent Seller has deemed it necessary Purchaser pursuant to exemptions from registration requirements under the Securities Laws, and desirable and, notwithstanding (iii) that Sellers are relying on the foregoing, has determined, Purchaser's representations set forth in consultation with counsel, that it is this Agreement in Seller’s best interests to sell Seller Stock to the Company at entering into this time. Seller is acting as principal for his own account in connection with the TransactionsAgreement.
(c) Seller Purchaser understands and acknowledges that no federal or state agency has recommended or endorsed the purchase of the Purchased Shares.
(d) Purchaser understands and acknowledges that there will be no public market for the Purchased Shares, that there will be restrictions on the transferability of the Purchased Shares and that Sellers will not be able to readily liquidate an investment in the Purchased Shares.
(e) Purchaser is an “accredited investor,” as such term is defined in Regulation D under acquiring the Securities Act of 1933Purchased Shares solely for its own account, as amended (the “Securities Act”)for investment, and Seller not with a view to the distribution or resale thereof, and Purchaser has no present intention, agreement, understanding or arrangement to sell, assign, transfer, hypothecate or otherwise dispose of all or any part of the Purchased Shares or any interest therein.
(f) Purchaser, together with its financial advisors, have such knowledge and experience in financial financial, tax, business and business investment matters so as to be capable of evaluating enable Purchaser to utilize the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able information made available to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of Purchaser concerning the Company, which questions were answered evaluate the merits and risks of an investment in the Purchased Shares and to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s make an informed investment decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosurethe Purchased Shares.
(g) Seller Purchaser understands and acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage Company has only recently been organized, has only a short financial and operating history and that investment in the Transactions and would not engage in the Transactions in the absence of this AgreementCompany involves significant risks.
Appears in 1 contract
Securities Representations. (a) Seller is aware of Sellers acknowledge that there has been made available to Sellers the Company’s business affairs and financial condition and has acquired sufficient opportunity to obtain additional information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of an investment in the sale Consideration Stock. Sellers have had the opportunity to ask questions of, and has received satisfactory answers from, representatives of Seller Purchaser concerning the business of Purchaser. No oral representations have been made or oral information furnished to Sellers or Sellers' advisors in connection with the Consideration Stock.
(b) Seller has made his own investment analysis Sellers understand and decision to sell Seller acknowledge that (i) the shares of Consideration Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and Seller has such knowledge and experience in financial and business matters as applicable state securities laws (collectively, the "Securities Laws"), (ii) that the Consideration Stock is being sold to be capable of evaluating the risks of sale of Seller StockSellers pursuant to exemptions from registration requirements under the Securities Laws, and (iii) that Purchaser is relying on Sellers' representations set forth in this Agreement in entering into this Agreement.
(c) Sellers understand and acknowledge that no federal or state agency has carefully evaluated recommended or endorsed the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks purchase of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Consideration Stock.
(d) Seller acknowledges receiving Sellers understand and acknowledge that there will be no public market for the reports and other documents filed to date by Consideration Stock, that there will be restrictions on the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management transferability of the Company Consideration Stock and that Sellers will not be able to readily liquidate an investment in the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionConsideration Stock.
(e) Seller acknowledges that Sellers are acquiring the Company Consideration Stock solely for their own account, for investment, and its affiliates not with a view to the distribution or resale thereof, and Sellers have no present intention, agreement, understanding or may have nonpublic information concerning the Company arrangement to sell, assign, transfer, hypothecate or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any otherwise dispose of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company all or any other Company Related Person in connection with part of the TransactionsConsideration Stock or any interest therein.
(f) Seller acknowledges that any nonpublic information may be indicative Sellers each meet the requirements of a value at least one of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that suitability standards for an "accredited investor" set forth on the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.Accredited Investor Certification attached hereto as Exhibit C. ---------
(g) Seller acknowledges that public disclosure Sellers, together with their financial advisors, have such knowledge and experience in financial, tax, business and investment matters so as to enable Sellers to utilize the information made available to Sellers concerning the Purchaser, evaluate the merits and risks of this Agreement or an investment in the Transactions may itself materially impact Consideration Stock and to make an informed investment decision with respect to the perceived value of the Common Consideration Stock.
(h) Seller is relying on this Agreement to engage Sellers understand and acknowledge that Purchaser has only recently been organized, has only a short financial and operating history and that investment in the Transactions and would not engage in the Transactions in the absence of this AgreementPurchaser involves significant risks.
Appears in 1 contract
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock and the Warrant for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock and financial condition the Warrant have not been registered under the Securities Act and has acquired sufficient information about cannot be sold or otherwise transferred unless subsequently registered under the Company to evaluate Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of Clearwire Stock and the Warrant, and making an informed decision with respect thereto. Seller and its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed accept Clearwire Stock and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of Warrant as partial consideration for the sale of Seller Stock.
(b) Seller has made his own investment the Assets based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary representations and desirable and, notwithstanding the foregoing, has determined, warranties of Purchaser set forth in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsAgreement.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon the Company. Seller has experience and familiarity with the market or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockthis Agreement.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data State of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionMichigan.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Clearwire Corp)
Securities Representations. By his acceptance of the Purchase Price Shares, the Shareholder represents and warrants to the Purchaser that:
(a) Seller is aware The Shareholder has been given access to full and complete information regarding the Purchaser and has met with representatives of the Company’s business affairs Purchaser concerning the terms and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits conditions of the Transactions Purchase Price Shares and to reach an informed the business and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks operations of the sale Purchaser, and understands that there is no assurance as to the future performance of Seller Stockthe Purchaser.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had The Shareholder is an "accredited investor" within the opportunity to conduct his own investigation to meaning of Rule 501 (a)(5) and/or Rule 501(a)(6) of the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsSecurities Act.
(c) Seller The Shareholder is an “accredited investor,” as such term is defined in Regulation D under aware that the Securities Act Purchase Price Shares are a speculative investment that involves a high degree of 1933, as amended (the “Securities Act”), and Seller risk. The Shareholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of sale of Seller Stock, an investment in the Purchase Price Shares and has carefully evaluated obtained, in his judgment, sufficient information from the same without reliance upon Purchaser to evaluate the merits and risks of an investment in the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving The Shareholder understands that, although NIM Shares currently trade on the reports and other documents filed to date by OTC Bulletin Board, the Company with Purchase Price Shares have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning Purchaser is relying on the Company or Shareholder's representations herein for the Common Stock that has not been disclosed purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Company to SellerSecurities Act and certain states' securities laws. Seller further The Shareholder acknowledges that neither there is no assurance that the Company, nor Purchaser will file any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from registration statement for the Purchase Price reflected in each TransactionShares, that such registration statement, if filed, will be declared effective or, if declared effective, that the Purchaser will be able to keep it effective until the Shareholder sells the securities registered thereon. The Shareholder is purchasing the Purchase Price Shares for his own investment and not with a view to, or may be for sale in connection with, any subsequent distribution of the Purchase Price Shares, nor with any present intention of selling or otherwise adverse to Seller, disposing of all or any part of the Purchase Price Shares. The Shareholder acknowledges and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall purchase of the Purchase Price Shares is a long-term investment, and that the Shareholder may have to bear the economic risk of investment for an indefinite period of time because the Purchase Price Shares haven not been registered under the Securities Act and may never be registered, and cannot be obligated to disclose any nonpublic information it may haveresold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states, or have liability with respect to an exemption from such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value registration, including an exemption under Rule 144 of the Common Stock.
(h) Seller Securities Act, is relying on this Agreement available. The Shareholder acknowledges and understands that subject to engage in the Transactions and would not engage in the Transactions in the absence Section 2.6 of this Agreement, the Purchaser is under no obligation to register the Purchase Price Shares or to assist the Shareholder in complying with any exemption from such registration under the Securities Act or any state securities laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (National Investment Managers Inc.)
Securities Representations. (a) Each Seller is aware acquiring the Buyer Units for its own account and not with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Company’s business affairs Securities Act. In acquiring the Buyer Units, such Seller is not offering or selling, and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits will not offer or sell, for himself or itself in connection with any distribution of the Transactions Buyer Units, and to reach such Seller does not have a participation in and will not participate in any such undertaking or in any underwriting of such an informed undertaking except in compliance with applicable federal and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stockstate securities Laws.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Each Seller is an “accredited investor,” as such term is defined in under Regulation D promulgated under the Securities Act Act. Additionally, each Seller acknowledges that he or it is able to fend for itself, can bear the economic risk of 1933, as amended (its investment in the “Securities Act”)Buyer Units, and Seller has such knowledge and experience in financial and business matters as similar to be the transaction described herein such that it is capable of evaluating the merits and risks of sale of Seller Stock, and has carefully evaluated an investment in the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockBuyer Units.
(dc) Further, each Seller acknowledges receiving understands that such Buyer Units will not have been registered pursuant to the reports Securities Act or any applicable state securities Laws, that the Buyer Units, when issued, will be characterized as “restricted securities” under federal securities Laws, and other documents filed to date that under such Laws and applicable regulations the Buyer Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Each such Seller represents that he or it is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Company with Securities Act. Stop transfer instructions may be issued to the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management transfer agent for securities of the Company and Buyer (or a notation may be made in the opportunity to review any and all information and financial data appropriate records of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(eBuyer) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Buyer Units issued hereunder. It is agreed and understood by such Seller that, should any certificate be issued representing any of the Buyer Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to any legends required by applicable Law or other agreement, a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Each Seller represents and acknowledges that any nonpublic information may be indicative of a value of Seller Stock that Buyer is different issuing the Buyer Units pursuant to an exemption from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value registration requirements of the Common StockSecurities Act based on the representations provided by the Sellers hereunder.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Partnership Interests Purchase and Contribution Agreement (Eagle Rock Energy Partners L P)
Securities Representations. (a) Seller Each Finder represents and warrants that it is aware acquiring the Warrants solely for investment solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statement or as otherwise permitted under the Securities Act.
(b) Each Finder understands that it may sell or otherwise transfer the shares issuable on exercise of the Warrants only if such transaction is duly registered under the Securities Act, under the Registration Statement or otherwise, or if Finder shall have received the favorable opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to the Company’s business affairs , to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and financial condition registration or qualification in every applicable state. The certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Finder realizes that the Warrants are not a liquid investment.
(c) Neither Finder has acquired sufficient information about relied upon the Company to evaluate advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Each Finder has the Transactions knowledge and experience to reach an informed evaluate the Company and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the risks and merits and risks of the sale of Seller Stockrelating thereto.
(bd) Seller has made his own investment analysis Each Finder represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller such Finder is an “"accredited investor,” " as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller ; Finder acknowledges that Finder is able to bear the economic risks risk of losing Finder's entire investment in the Transactions shares and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by understands that an investment in the Company involves substantial risks; Finder has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the Securities Finder; and Exchange Commission and Seller Finder has invested in previous transactions involving restricted securities. Finder has had the opportunity to discuss the Company’s business, operations, prospects, management and financial 's affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction's officers.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Private Placement Purchase Agreement (Nexar Technologies Inc)
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock and the Warrant for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock and financial condition the Warrant have not been registered under the Securities Act and has acquired sufficient information about cannot be sold or otherwise transferred unless subsequently registered under the Company to evaluate Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of Clearwire Stock and the Warrant, and making an informed decision with respect thereto. Seller and its representatives have had sufficient opportunity to ask [*** Confidential Treatment Requested] questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed accept Clearwire Stock and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of Warrant as partial consideration for the sale of Seller Stock.
(b) Seller has made his own investment the Assets based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary representations and desirable and, notwithstanding the foregoing, has determined, warranties of Purchaser set forth in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsAgreement.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon the Company. Seller has experience and familiarity with the market or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockthis Agreement.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data State of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionMichigan.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Clearwire Corp)
