Share Representations Sample Clauses

Share Representations. SMI hereby acknowledges, represents, warrants, covenants and agrees that: (i) SMI is the sole party in interest with respect to the Shares and is acquiring the Shares for SMI’s own account, for investment only and not with a view toward the resale or distribution thereof, (ii) SMI is an “accredited investor,” as that term is defined by Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), (iii) the Shares were offered to SMI by CryoLife solely by private contacts and not by means of any form of general solicitation, advertisement or sales literature, (iv) SMI must bear the economic risk of its investment in the Shares for an indefinite period of time because none of the Shares are registered under the Securities Act or the securities laws of any state or other jurisdiction, and except as set forth in Section 3.3, the Shares cannot be sold or otherwise transferred by SMI prior to March 31, 2012, (v) SMI is able to bear the economic risk of losing SMI’s entire investment in the Shares, and SMI has adequate means of providing for SMI’s current and future needs without regard to the investment in the Shares, (vi) SMI has been advised that the Shares are not being registered under the Securities Act or applicable state securities laws upon the basis that the transaction involving their sale is exempt from such registration requirements as a transaction by an issuer not involving any public offering in reliance on Rule 506 of Regulation D, as promulgated by the United States Securities and Exchange Commission pursuant to the Securities Act, and reliance by CryoLife on such exemption is predicated in part on SMI’s representations set forth in this Agreement, (vii) SMI is familiar with the business in which CryoLife is engaged and, based upon SMI’s knowledge and experience in financial and business matters, SMI is familiar with investments of the sort that SMI is undertaking by investing in the Shares, SMI is fully aware of the merits and risks involved in making its investment in the Shares, and SMI is capable of evaluating the merits and risks of its investment in the Shares, (viii) SMI and SMI’s advisors have had an opportunity to ask questions of and to receive answers from representatives of CryoLife and to obtain additional information from CryoLife regarding CryoLife and its business, and SMI and SMI’s advisors have obtained all such information that they deem necessary or appropriate to enable SMI to make its deci...
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Share Representations. Consultant acknowledges that the Shares to be issued to Consultant pursuant to this Agreement have not been, and will not be, registered under the Securities Act of 1933, as amended (the “1933 Act”) by reason of a specific exemption from the registration provisions of the 1933 Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Consultant’s representations as expressed herein or otherwise made pursuant hereto, and accordingly are “restricted securities” within the meaning of Rule 144 of the 1933 Act. As such, the Shares may not be resold or transferred unless the Client has received an opinion of counsel reasonably satisfactory to the Client that such resale or transfer is exempt from the registration requirements of the 1933 Act. Further, Consultant agrees that in connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Client, to the best of its knowledge, as follows: (i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Client concerning an investment in the Shares, and any additional information which the Consultant has requested; (ii) Consultant has had experience in investments in restricted and publicly traded securities; and (iii) Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and of the investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the 1933 Act. In addition, Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.
Sample 1
Share Representations. Subject to the contractual limitations identified in Section 1.5, the Shares issued to Sellers and XxXxxxxxxx pursuant to Sections 1.2 and 1.4 otherwise are and shall remain fully registered and freely transferable on the Australian Stock Exchange without further registration or filing.
Sample 1

Related to Share Representations

  • Optionee Representations (a) With respect to a transaction occurring prior to such date as the Plan and Common Stock thereunder are covered by a valid Form S-8 or similar U.S. federal registration statement, Optionee agrees that in no event shall Optionee make a disposition of any of the Common Stock, unless and until: (i) Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) Optionee shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not require registration or qualification of such Common Stock under applicable U.S. federal, state or foreign securities laws or (B) appropriate action necessary for compliance with the U.S. federal, state or foreign securities laws has been taken; or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this Subsection.

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

  • Executive Representations and Warranties Executive hereby represents and warrants that: (i) Company Work Product will be an original work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company; (ii) neither the Company Work Product nor any element thereof will infringe the intellectual property rights of any third party; (iii) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (iv) Executive will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to any third party; (v) Executive has full right and power to enter into and perform Executive’s obligations under this Agreement without the consent of any third party; (vi) Executive will use best efforts to prevent injury to any person (including employees of Company) or damage to property (including Company’s property) during the Term; and (vii) should Company permit Executive to use any of Company’s equipment, tools, or facilities during the Term, such permission shall be gratuitous and Executive shall be responsible for any injury to any person (including death) or damage to property (including Company’s property) arising out of use of such equipment, tools or facilities.

  • Exclusive Representations Except as set forth in this Article 3, the Company makes no other representation or warranty of any kind, express or implied, and each of MAMP Parties acknowledges that it has not relied upon any other such representation or warranty

  • NO UNTRUE REPRESENTATIONS No representation or warranty by Company or Shareholders in this Agreement, and no Exhibit or certificate issued or executed by, or information furnished by, officers or directors of Company or any Shareholder and furnished or to be furnished to Pentegra pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained therein not misleading.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Exclusive Representations and Warranties Other than the representations and warranties set forth in this Article V, Seller is not making any other representations or warranties, express or implied, with respect to the Products or the Transferred Assets or the Product Technology or any other matter, including but not limited to any warranty of merchantability or fitness for a particular purpose or infringement of third party rights, and all such warranties are disclaimed.

  • Executive Representations Executive represents and warrants that:

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