Status of Stockholder. Each of Priveco Stockholders hereby makes the representations and warranties in either paragraph (a), (b) or (c) of this Section 3.4, as indicated on the signature page of such Priveco Stockholder which is attached and part of this Agreement:
Status of Stockholder. Stockholder is a sophisticated and experienced in venture capital and investments. Stockholder understands that the representations contained herein are made for the purpose of satisfying the Company that it understands and is capable of understanding the merits and risks inherent in making the Investment. In connection with this Investment Agreement, Stockholder has been advised and understands that immediately prior to the offer and purchase of the Shares pursuant to this Agreement:
3.16.01 Stockholder had such knowledge and experience in financial and business matters that the subscriber was capable of evaluating the merits and risks of the prospective investment; and
3.16.02 Stockholder is able to bear the economic risk of the investment;
3.16.03 Stockholder has consulted with such legal, tax, and other counsel, each of whom it has found necessary to consult concerning this transaction, and such consultation has included an examination of applicable documents and an analysis of all tax, financial, corporate, and securities law aspects. Stockholder, its counsel, its advisors, and such other persons with whom he found it necessary to consult, have sufficient knowledge and experience in such matters to evaluate the information and the risks of the investment and to make an informed investment decision with respect thereto; and
3.16.04 With respect to the tax aspects of its investment, Stockholder is relying solely upon the advice of its own personal tax advisors and upon its own knowledge with respect thereto. Stockholder is aware that any Federal Income Tax benefits which may be available to it may be lost through adoption of new laws or regulations, amendments to existing laws and regulations, or changes in the interpretation of existing laws and regulations.
Status of Stockholder. Each of the BBC Shareholders hereby makes the representations and warranties in paragraph (a) of this Section 3.4, as indicated on the Signature Page of the BBC Shareholders which is attached and part of this Agreement:
(a) Accredited Investor Under Regulation D. The BBC Shareholder is an “Accredited Investor” as that tennis defined in Rule 501 of Regulation D promulgated under the Securities Act as set forth in the attached Annex Ill, and such BBC Shareholder is not acquiring the Pubco Shares as a result of any advertisement, article, notice or other communication regarding the Pubco Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
(b) The BBC Shareholder understands that the Pubco Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the BBC Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the BBC Shareholder agrees to notify Pubco of any events which would cause the representations and warranties of the BBC Shareholder to be untrue or breached at any time after the execution of this Agreement by such BBC Shareholder.
Status of Stockholder. Each of the BBC Shareholders hereby makes the representations and warranties in paragraph (a) of this Section 3.4, as indicated on the Signature Page of the BBC Shareholders which is attached and part of this Agreement:
Status of Stockholder. Each of the Tonix Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Tonix Shareholders which is attached and part of this Agreement:
(a) Accredited Investor Under Regulation D. The Tonix Shareholder is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, an excerpt of which is included in the attached Annex III, and such Tonix Shareholder is not acquiring its portion of the Pubco Shares as a result of any advertisement, article, notice or other communication regarding the Pubco Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Status of Stockholder. Each of the Dynamic Ally Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Dynamic Ally Shareholders which is attached and part of this Agreement:
Status of Stockholder. Stockholder represents and warrants that Stockholder falls within the category (or categories) marked. Categories 1 through 16 set forth categories of "Accredited Investors", as defined in Securities and Exchange Commission ("SEC") Rule 501. PLEASE INDICATE EACH CATEGORY THAT YOU, STOCKHOLDER, SATISFY, BY PLACING AN "X" ON THE APPROPRIATE LINE(S) BELOW. _____ Category 1. A bank, as defined in Section 3(a)(2) of the Act, whether acting in its individual or fiduciary capacity; or _____ Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; or _____ Category 3. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; or _____ Category 4. An insurance company as defined in Section 2(13) of the Act; or _____ Category 5. An investment company registered under the Investment Company Act of 1940; or _____ Category 6. A business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or _____ Category 7. A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or _____ Category 8. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with assets in excess of $5 million; or
Status of Stockholder. Each of the Premier Power Owners hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the signature page of such stockholder forming a part of this Agreement:
Status of Stockholder. Each of the Pxxx Xxxxx Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Pxxx Xxxxx Shareholders which is attached and part of this Agreement:
Status of Stockholder. Each of the Xxx Xxx BVI Shareholders hereby makes the following representations and warranties as indicated on the Signature Page of Xxx Xxx BVI Shareholders which is attached and part of this Agreement:
