Subscriber Representation Sample Clauses
The Subscriber Representation clause requires the subscriber to affirm certain facts or conditions as true at the time of entering into the agreement. Typically, this includes confirming the subscriber’s legal authority, financial capacity, and compliance with relevant laws or regulations. By obtaining these representations, the clause helps the provider ensure that the subscriber is eligible and suitable for the service, thereby reducing the risk of future disputes or non-compliance.
Subscriber Representation. In order to further induce the Company to accept this subscription, I represent and warrant the following to be true: I have a net worth of at least the amount indicated above or otherwise qualify as an “Accredited Investor” under the Act. I further represent that I satisfy any other minimum income and/or net worth standards imposed by the jurisdiction in which I reside, if different from the standards set forth in the Memorandum or any supplement thereto. If I am acting in a representative capacity for a corporation, partnership, trust or other entity, or as agent for any person or entity, I hereby represent and warrant that I have full authority to subscribe for Units in such capacity. If I am subscribing for Units in a fiduciary capacity, the representations and warranties herein shall be deemed to have been made on behalf of the person or persons for whom I am subscribing.
Subscriber Representation. D▇▇▇▇▇▇ represents and warrants to the Corporation in connection with the issuance of the D▇▇▇▇▇▇ Shares to her, as follows:
(a) She is acquiring the D▇▇▇▇▇▇ Shares pursuant to the terms and conditions of this Agreement for investment only, for her own account and not with a view to the distribution or resale thereof.
(b) She understands that the transferability of the D▇▇▇▇▇▇ Shares is severely limited and that the D▇▇▇▇▇▇ Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state or other securities laws and therefore cannot be offered or sold unless they are subsequently registered under applicable securities acts or if an exemption from registration is available.
(c) She agrees that the D▇▇▇▇▇▇ Shares purchased will not be sold without registration under the 1933 Act and any applicable state securities law, or otherwise upon reliance on an exemption from registration or qualification in compliance with applicable federal and state securities laws.
(d) She is a resident of the State of California.
(e) No commission or other remuneration shall be paid to any person in connection with the issuance of the Shares.
(f) She has such knowledge and experience in financial and business matters that she is capable of evaluating the merits and risks of investment in the D▇▇▇▇▇▇ Shares. Further, as a result of her active involvement in the organization of the Corporation and as one of its initial directors and officers, she has had access to and has actual knowledge of all of the material facts concerning the Shares, the D▇▇▇▇▇▇ Shares, the Corporation and the operations of the Corporation.
(g) The Corporation has made available to her the opportunity to ask questions and receive answers from its officers concerning the Corporation, the operations of the Corporation, the Shares and the D▇▇▇▇▇▇ Shares. She has had the opportunity to consult with her legal counsel and tax advisor in connection with issuance of the D▇▇▇▇▇▇ Shares to her and the matters set forth in or contemplated by this Agreement.
(h) The execution, delivery and performance of this Agreement by her, and the transactions contemplated hereby, does not violate, breach or constitute default under any agreement or contract to which she is a party.
Subscriber Representation. Section 1.16 appearing under the heading "I. Subscription for and Representations and Covenants of Subscriber" is deleted and replaced in its entirety with the following:
Subscriber Representation. Subscriber understands that the Common Stock are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Common Stock as an investment as principal for its own account and not with a view to or for distributing or reselling such Common Stock or any part thereof, has no present intention of distributing any of such Common Stock and has no arrangement or understanding with any other Persons regarding the distribution of such Common Stock (this representation and warranty not limiting Subscriber's right to sell the Common Stock otherwise in compliance with applicable federal and state securities laws, including Regulation S under the federal securities laws). Subscriber is acquiring the Common Stock hereunder in the ordinary course of its business. Subscriber does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Common Stock.
Subscriber Representation. ▇▇▇▇▇▇▇ represents and warrants to the Corporation in connection with the issuance of the ▇▇▇▇▇▇▇ Shares to her, as follows:
Subscriber Representation