Subscriber Representations. Subscriber hereby represents warrants and acknowledges and agrees with the Company as follows: 7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation. 7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s). 7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offering. 7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. 7.5 Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber has read the written materials provided by the Company. 7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto. 7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1) year. 7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment. 7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification. 7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income.
Appears in 5 contracts
Samples: Subscription Agreement (Point Acquisition Corp), Subscription Agreement (Point Acquisition Corp), Subscription Agreement (Marketing Acquisition CORP)
Subscriber Representations. The Subscriber hereby represents and warrants and acknowledges and agrees with to the Company Company, as followsof the date hereof, that:
7.1 (a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to individual or partnership tax and other economic considerations involved in this investment, which the Subscriber is not relying on a party or (iii) any law, statute, rule or regulation to which the Company (Subscriber is subject, or any agent agreement, order, judgment or representative decree to which the Subscriber is subject;
(b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of any Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the CompanySubscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Subscriber has carefully considered and has, ; and
(c) prior to the extent Subscriber believes such discussion necessaryexecution of this Agreement, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf representatives of the Company concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an its investment in the Common Shares for an indefinite period Company, as well as the finances, operations, business and prospects of timethe Company, has no need for liquidity in such investment andand the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such relied solely on the Subscriber’s own knowledge and experience in financial, tax understanding of the Company and its business matters so as to enable Subscriber to use based upon the Subscriber’s own due diligence investigation and the information made available furnished pursuant to this paragraph. The Subscriber in connection with the offering understands that no person has been authorized to evaluate the merits and risks of an investment in the Common Shares and give any information or to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have any representations which were not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold furnished pursuant to some exemption from registration, such as Rule 144 of this Section 3 and the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal not relied on any other representations or state agencies have passed upon this offering of the Common Shares information in making its investment decision, whether written or made any finding or determination as oral, relating to the fairness of this investmentCompany, its operations and/or its prospects.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income.
Appears in 3 contracts
Samples: Subscriber Forfeiture Agreement (dMY Squared Technology Group, Inc.), Securities Subscription Agreement (dMY Squared Technology Group, Inc.), Securities Subscription Agreement (dMY Squared Technology Group, Inc.)
Subscriber Representations. Subscriber hereby represents represents, warrants and acknowledges and agrees with the Company as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as materials set forth in Section 2.1 hereto and is familiar with and understands the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of the Companythem). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's ’s professional legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's ’s particular tax and financial situationsituation and has determined that the Shares being subscribed for by Subscriber are a suitable investment for Subscriber.
7.2 Subscriber has received all information Subscriber considers necessary or advisable to make a decision concerning its Subscription for the Shares, and has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's ’s attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's ’s advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offeringOffering and all such questions have been answered to the full satisfaction of Subscriber and such information requested has been provided by the Company.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminarseminar or meeting.
7.5 Subscriber is an “accredited investor,” within the meaning of Rule 501(a) of Regulation D under the Act. Subscriber, by reason of Subscriber's ’s business or financial experience or the business or financial experience of Subscriber's ’s professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own its interests in connection with an investment in the transaction. Subscriber further acknowledges that Subscriber has read the written materials provided by the CompanyShares.
7.6 If Subscriber is a natural person, Subscriber has adequate means of providing for Subscriber's ’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber or Subscriber’s purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use utilize the information made available to Subscriber in connection with the offering Offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or and under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, conditions that the Common Shares must be held for a minimum of one (1) year. Subscriber will not sell, assign, transfer or otherwise dispose of the Shares unless they are registered under the Act and any applicable State Act or pursuant to available exemptions from such registration, provided that Subscriber delivers to the Company an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, confirming the availability of such exemption. Subscriber represents that Subscriber is purchasing the Shares for Subscriber’s own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence.
7.9 Subscriber recognizes that investment in the Common Shares Securities involves substantial risks, including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to a purchase of the Shares. Subscriber acknowledges and agrees that Subscriber has reviewed read and understands the risk factors identified within risks described in the Disclosure Documents. sections of the Reports entitled “Risk Factors.” Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares Securities or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME:
7.11 Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company.
7.11 7.12 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common SharesSecurities, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common SharesSecurities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common SharesSecurities, unless each beneficial owner of such entity is qualified as an "“accredited investor" ” within the meaning of Rule 501(a) of Regulation D under the Act (“Regulation “D”) and has submitted information substantiating such individual qualification.
7.12 7.13 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares Securities poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares Securities to offset taxable income.
7.14 Subscriber shall indemnify and hold harmless the Company and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission to represent or state facts made or alleged to have been made by Subscriber to the Company (or any agent or representative of either of them) or omitted or alleged to have been omitted by Subscriber, concerning Subscriber or Subscriber’s authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement or omission contained in the Subscriber Questionnaire or any other document submitted by Subscriber, against losses, liabilities and expenses actually and reasonably incurred by the Company or any officer, director or control person of any such entity in connection with such action, suit or proceeding for which the Company or such officer, director or control person has not otherwise been reimbursed (including attorneys’ fees, judgments, fines and amounts paid in settlement).
Appears in 1 contract
Subscriber Representations. The Subscriber hereby represents and warrants that:
(a) The Subscriber's representations in this Agreement are complete and acknowledges accurate to the best of the Subscriber's knowledge, and the Company may rely upon them. The Subscriber will notify the Company immediately if any material change occurs in any of this information before the sale of the Securities.
(b) The Subscriber is able to bear the economic risk of an investment in the Securities for an indefinite period of time, can afford the loss of the entire investment in the Securities, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments that are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive.
(c) The Securities subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration.
(d) The Securities subscribed for herein are being acquired for the Subscriber'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. The Subscriber is aware that there are substantial restrictions on the transferability of the Securities.
(e) The Subscriber has had access to any and all information concerning the Company that the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. Subscriber understands and agrees with that customary disclosure documentation have not been prepared due, in part, to the fact that the parties have agreed that such documentation not be prepared to conserve Company as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offeringfunds. With respect to individual or partnership tax and other economic considerations involved in this investment, The Subscriber is not relying on any representations and warranties from the Company outside of this Agreement.
(f) In making the decision to purchase the Securities herein subscribed for, the Subscriber and its advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any agent investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or representative tax matters involving the offering.
(g) All of the information furnished by the Subscriber to the Company is true, correct and complete in all material respects, and the Subscriber agrees to notify the Company immediately of any change in any information set forth herein.
(h) The Subscriber also understands and agrees that stop transfer instructions relating to the Securities will be placed in the Company's transfer ledgers, and that the certificates evidencing the Securities sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, 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 established to the satisfaction of the Company). .
(i) Subscriber has carefully considered and has, to been given the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable unrestricted opportunity to ask questions of of, and receive answers and to request additional relevant information from a person from, the Company, or persons acting on behalf its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired.
(j) The Subscriber knows that the Securities subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Subscription Agreement, and constitute a material part of the Company concerning the offeringbargained-for consideration without which this Subscription Agreement would not have been executed.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by (k) By reason of the Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of either of themthe Company, directly or indirectly, can be reasonably assumed to have the Subscriber has the capacity to protect Subscriber's ’s own interests interest in connection with this transaction or has a pre-existing personal or business relationship with the transaction. Subscriber further acknowledges that Subscriber has read 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 written materials provided by the Companycharacter, business acumen and general business and financial circumstances of such person with whom such relationship exists.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1l) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this This Subscription Agreement is when fully executed and delivered on behalf by the Company will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a partnership, joint venture, corporation, trust or estate: (i) such partnershipother entity, corporation, trust was not formed or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed organized for the specific purpose of acquiring the Common SharesSecurities. The purchase of the Securities by the Subscriber, unless each beneficial owner if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the Securities has all requisite authority to sign such documents on behalf of the Subscriber, if it is an entity investor.
(m) The Subscriber represents that Subscriber is qualified as an "accredited investor" within the meaning as defined under Rule 501 of Regulation D and has submitted information substantiating such individual qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income.D.
Appears in 1 contract
Samples: Subscription Agreement (Predictive Technology Group, Inc.)
Subscriber Representations. The Subscriber hereby represents and warrants that:
(a) The Subscriber's representations in this Subscription Agreement are complete and acknowledges accurate to the best of the Subscriber's knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares.
(b) The Subscriber is aware that the Shares are a very speculative investment in a company with an untested business plan. The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive.
(c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement.
(d) The Shares subscribed for herein are being acquired for the Subscriber'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. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares.
(e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in 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 the Subscriber. The Subscriber further understands that no opinion is being given as follows:to any securities or tax matters involving the offering.
7.1 (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein.
(g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, 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 established to the satisfaction of the Company.
(h) Subscriber has been furnished given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with and respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Disclosure Documents Company's Private Placement Memorandum, dated May 11, 2007 (the “Memorandum”), annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, current report on Form 8-K, dated April 27, 2007, current report on Form 8-K, filed on May 22, 2007, June 5, 2007 and June 8, 2007, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in Section 2.1 hereto this Subscription Agreement and is familiar with the terms of SEC Filings, the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on any representations, warranties or information from the Company in making an investment decision.
(or any agent or representative i) The Subscriber knows that the Shares subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of any 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Subscription Agreement, and constitute a material part of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares bargained-for Subscriber's particular tax and financial situationconsideration without which this Subscription Agreement would not have been executed.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations (j) By reason of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of either of themthe Company, directly or indirectly, can be reasonably assumed to have the Subscriber has the capacity to protect Subscriber's ’s own interests interest in connection with this transaction or has a pre-existing personal or business relationship with the transaction. Subscriber further acknowledges that Subscriber has read 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 written materials provided by the Companycharacter, business acumen and general business and financial circumstances of such person with whom such relationship exists.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1k) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this This Subscription Agreement is when fully executed and delivered on behalf by the Company will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a partnership, joint venture, corporation, trust or estate: (i) such partnershipother entity, corporationwas not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or estate other similar charter document, and has been duly approved by all requisite action by the full legal right and power entity's owners, directors, officers or other authorized managers. The person signing this document and all authority and approval required (a) documents necessary to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with consummate the purchase of the Common Shares, (b) shares has all requisite authority to delegate authority pursuant to a power of attorney and (c) to purchase and hold sign such Common Shares; (ii) the signature of the party signing documents on behalf of such partnershipthe Subscriber, corporation, trust or estate if it is binding upon such partnership, corporation, trust or estate; and an entity investor.
(iiil) such partnership, corporation or trust The Subscriber has not been duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future.
(m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement.
(n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum.
(o) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ______ Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, "individual net worth" means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial Here 3. I am qualified as an "accredited investor" pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: __________________________________________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Common Sharessecurities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, unless each and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owner owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such entity trust is qualified a revocable trust which may be amended or revoked at any time by the grantors, and all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial Here 1. The undersigned hereby acknowledges that he/she is acting as an "accredited investor" agent or trustee for the following person or entity: ______ Initial Here 2. The undersigned xxxxxx agrees to provide to Company, upon Company's request, the following documents: (a) a copy of the trust agreement, power of attorney or other instrument granting the power and authority to execute and deliver the Subscription Agreement, or (b) an opinion of counsel verifying the undersigned's power and authority to execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of Regulation D the Employment Retirement Income Security Act of 1974 ("ERISA") and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has submitted information substantiating such individual qualification.
7.12 If Subscriber total assets in excess of $5,000,000, or ______ Initial Here (c) the plan is a retirement plan or is investing on behalf of a retirement self-directed plan, Subscriber acknowledges that investment the decision to invest in the Common Shares poses risks in addition securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to those associated that plan: · the plan provides for segregated accounts for each plan participant, · the document governing the plan provides each participant with other investmentsthe power to direct each particular investment to the extent of the participant's voluntary contributions plus any portion of employer contributions that have vested to the participant's benefit, including and · the inability decision to use losses generated by an investment invest in the Common Shares securities was made pursuant to offset taxable incomethe plan participant's power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the undersigned will complete if requested a Purchaser Questionnaire in the form attached hereto, the contents of which, if completed, are hereby certified to be correct.
Appears in 1 contract
Samples: Subscription Agreement (Quest Group International Inc)
Subscriber Representations. Subscriber hereby represents represents, warrants and acknowledges and agrees with the Company and Placement Agent as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of the Companythem). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offeringOffering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber he has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering Offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have has not been registered under the Securities Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber he has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income.and
Appears in 1 contract
Subscriber Representations. Subscriber hereby represents represents, warrants --------------------------- and acknowledges and agrees with the Company and Placement Agent as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of the Companythem). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares Securities for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offeringOffering.
7.4 Subscriber is not subscribing for the Common Shares Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber he has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering Offering to evaluate the merits and risks of an investment in the Common Shares Securities and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Securities and Underlying Common Shares Stock herein subscribed for have not been registered under the Securities Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Securities and Underlying Common Shares Stock can only be sold pursuant to some an exemption from registration, such as Rule 144 of promulgated under the Securities Act, which requires, among other conditions, that the Common Shares Stock must be held for a minimum of one (1) year.
7.9 Subscriber recognizes that investment in the Common Shares Securities involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal federal or state agencies have passed upon this offering of the Common Shares Securities or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Securities and Underlying Common Shares Stock shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING COMPANY)CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common SharesSecurities, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common SharesSecurities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common SharesSecurities, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares Securities poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares Securities to offset taxable income.
7.13 The information furnished by Subscriber in the Subscriber Questionnaire signed by Subscriber is true and accurate as of the date thereof and as of the Closing Date of the Subscription and any other Subscription executed by Subscriber in the Offering.
Appears in 1 contract
Samples: Subscription Agreement (Intelidata Technologies Corp)
Subscriber Representations. The Subscriber hereby represents and warrants that:
(a) The Subscriber’s representations in this Subscription Agreement are complete and acknowledges accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares.
(b) The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive.
(c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement.
(d) The Shares subscribed for herein are being acquired for the Subscriber’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. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares.
(e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber’s financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in 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 the Subscriber. The Subscriber further understands that no opinion is being given as follows:to any securities or tax matters involving the offering.
7.1 (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein.
(g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company’s stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, 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 established to the satisfaction of the Company.
(h) Subscriber has been furnished given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with and respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Disclosure Documents Company’s annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in Section 2.1 hereto this Subscription Agreement and is familiar with the terms of SEC Filings, the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on any representations, warranties or information from the Company in making an investment decision.
(or any agent or representative i) The Subscriber knows that the Shares subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of any 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Subscription Agreement, and constitute a material part of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares bargained-for Subscriber's particular tax and financial situationconsideration without which this Subscription Agreement would not have been executed.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations (j) By reason of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's ’s business or financial experience or the business or financial experience of Subscriber's professional advisers advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of either of themthe Company, directly or indirectly, can be reasonably assumed to have the Subscriber has the capacity to protect Subscriber's ’s own interests interest in connection with this transaction or has a pre-existing personal or business relationship with the transaction. Subscriber further acknowledges that Subscriber has read 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 written materials provided by the Companycharacter, business acumen and general business and financial circumstances of such person with whom such relationship exists.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1k) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this This Subscription Agreement is when fully executed and delivered on behalf by the Company will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a partnership, joint venture, corporation, trust or estate: (i) such partnershipother entity, corporationwas not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber’s Articles of Incorporation, by-laws, partnership agreement, declaration of trust or estate other similar charter document, and has been duly approved by all requisite action by the full legal right and power entity’s owners, directors, officers or other authorized managers. The person signing this document and all authority and approval required (a) documents necessary to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with consummate the purchase of the Common Shares, (b) shares has all requisite authority to delegate authority pursuant to a power of attorney and (c) to purchase and hold sign such Common Shares; (ii) the signature of the party signing documents on behalf of such partnershipthe Subscriber, corporation, trust or estate if it is binding upon such partnership, corporation, trust or estate; and an entity investor.
(iiil) such partnership, corporation or trust The Subscriber has not been duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future.
(m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement.
(n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum used in connection with this offering.
(o) If initialed below, the Subscriber represents that Subscriber is an “accredited investor” as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, “individual net worth” means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial Here 3. I am qualified as an “accredited investor” pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: _____________________________________________________ _____________________________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Common Sharessecurities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, unless each and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owner owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such entity trust is qualified a revocable trust which may be amended or revoked at any time by the grantors, and all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial Here 1. The undersigned hereby acknowledges that he/she is acting as an "accredited investor" agent or trustee for the following person or entity: ______ Initial Here 2. The undersigned xxxxxx agrees to provide to Company, upon Company’s request, the following documents: (a) a copy of the trust agreement, power of attorney or other instrument granting the power and authority to execute and deliver the Subscription Agreement, or (b) an opinion of counsel verifying the undersigned’s power and authority to execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of Regulation D the Employment Retirement Income Security Act of 1974 (“ERISA”) and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has submitted information substantiating such individual qualification.
7.12 If Subscriber total assets in excess of $5,000,000, or ______ Initial Here (c) the plan is a retirement plan or is investing on behalf of a retirement self-directed plan, Subscriber acknowledges that investment the decision to invest in the Common Shares poses risks in addition securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to those associated that plan: • the plan provides for segregated accounts for each plan participant, • the document governing the plan provides each participant with other investmentsthe power to direct each particular investment to the extent of the participant’s voluntary contributions plus any portion of employer contributions that have vested to the participant’s benefit, including and • the inability decision to use losses generated by an investment invest in the Common Shares securities was made pursuant to offset taxable incomethe plan participant’s power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the undersigned will complete if requested a Purchaser Questionnaire in the form attached hereto, the contents of which, if completed, are hereby certified to be correct.
Appears in 1 contract
Samples: Subscription Agreement (Quest Group International Inc)
Subscriber Representations. Subscriber hereby represents represents, warrants and acknowledges and agrees with the Company as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income.and
Appears in 1 contract
Subscriber Representations. Subscriber hereby represents represents, warrants and acknowledges and agrees with the Company and Placement Agent as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of the Companythem). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offeringOffering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber he has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering Offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have has not been registered under the Securities Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber he has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income.
7.13 The information furnished by Subscriber in the Subscriber Questionnaire signed by Subscriber is true and accurate as of the date thereof.
Appears in 1 contract
Subscriber Representations. Subscriber hereby represents represents, warrants and acknowledges and agrees with the Company and Placement Agent as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.familiar
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's ’s attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's ’s advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offeringOffering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber is an “accredited investor,” within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”). Subscriber, by reason of Subscriber's ’s business or financial experience or the business or financial experience of Subscriber's ’s professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's ’s own interests in connection with the transaction. Subscriber further acknowledges that Subscriber he has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's ’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering Offering to evaluate the merits and risks of an investment in the Common Shares Stock and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Securities Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statementregistration statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber he has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.:
7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate Subscriber has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares to offset taxable income.execute
Appears in 1 contract
Subscriber Representations. The Subscriber hereby represents and warrants that:
(a) The Subscriber's representations in this Subscription Agreement are complete and acknowledges accurate to the best of the Subscriber's knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares.
(b) The Subscriber is aware that the Shares are a very speculative investment in a company with an untested business plan. The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive.
(c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement.
(d) The Shares subscribed for herein are being acquired for the Subscriber'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. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares.
(e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in 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 the Subscriber. The Subscriber further understands that no opinion is being given as follows:to any securities or tax matters involving the offering.
7.1 (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein.
(g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, 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 established to the satisfaction of the Company.
(h) Subscriber has been furnished given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with and respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Disclosure Documents Company's Private Placement Memorandum, dated May 11, 2007(the “Memorandum”), annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, current report on Form 8-K, dated April 27, 2007, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in Section 2.1 hereto this Subscription Agreement and is familiar with the terms of SEC Filings, the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on any representations, warranties or information from the Company in making an investment decision.
(or any agent or representative i) The Subscriber knows that the Shares subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of any 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Subscription Agreement, and constitute a material part of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares bargained-for Subscriber's particular tax and financial situationconsideration without which this Subscription Agreement would not have been executed.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations (j) By reason of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of either of themthe Company, directly or indirectly, can be reasonably assumed to have the Subscriber has the capacity to protect Subscriber's ’s own interests interest in connection with this transaction or has a pre-existing personal or business relationship with the transaction. Subscriber further acknowledges that Subscriber has read 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 written materials provided by the Companycharacter, business acumen and general business and financial circumstances of such person with whom such relationship exists.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1k) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this This Subscription Agreement is when fully executed and delivered on behalf by the Company will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a partnership, joint venture, corporation, trust or estate: (i) such partnershipother entity, corporationwas not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or estate other similar charter document, and has been duly approved by all requisite action by the full legal right and power entity's owners, directors, officers or other authorized managers. The person signing this document and all authority and approval required (a) documents necessary to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with consummate the purchase of the Common Shares, (b) shares has all requisite authority to delegate authority pursuant to a power of attorney and (c) to purchase and hold sign such Common Shares; (ii) the signature of the party signing documents on behalf of such partnershipthe Subscriber, corporation, trust or estate if it is binding upon such partnership, corporation, trust or estate; and an entity investor.
(iiil) such partnership, corporation or trust The Subscriber has not been duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future.
(m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement.
(n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum.
(o) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ______ Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, "individual net worth" means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial Here 3. I am qualified as an "accredited investor" pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: __________________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Common Sharessecurities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, unless each and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owner owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such entity trust is qualified a revocable trust which may be amended or revoked at any time by the grantors, and all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial Here 1. The undersigned hereby acknowledges that he/she is acting as an "accredited investor" agent or trustee for the following person or entity: ______ Initial Here 2. The undersigned xxxxxx agrees to provide to Company, upon Company's request, the following documents: (a) a copy of the trust agreement, power of attorney or other instrument granting the power and authority to execute and deliver the Subscription Agreement, or (b) an opinion of counsel verifying the undersigned's power and authority to execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of Regulation D the Employment Retirement Income Security Act of 1974 ("ERISA") and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has submitted information substantiating such individual qualification.
7.12 If Subscriber total assets in excess of $5,000,000, or ______ Initial Here (c) the plan is a retirement plan or is investing on behalf of a retirement self-directed plan, Subscriber acknowledges that investment the decision to invest in the Common Shares poses risks in addition securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to those associated that plan: · the plan provides for segregated accounts for each plan participant, · the document governing the plan provides each participant with other investmentsthe power to direct each particular investment to the extent of the participant's voluntary contributions plus any portion of employer contributions that have vested to the participant's benefit, including and · the inability decision to use losses generated by an investment invest in the Common Shares securities was made pursuant to offset taxable incomethe plan participant's power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the undersigned will complete if requested a Purchaser Questionnaire in the form attached hereto, the contents of which, if completed, are hereby certified to be correct.
Appears in 1 contract
Samples: Subscription Agreement (Quest Group International Inc)
Subscriber Representations. Subscriber hereby represents represents, warrants and -------------------------- acknowledges and agrees with the Company and Placement Agent as follows:
7.1 7.1. Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of the Companythem). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares Stock for Subscriber's particular tax and financial situation.
7.2 7.2. Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 7.3. Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offeringOffering.
7.4 7.4. Subscriber is not subscribing for the Common Shares Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 7.5. Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Act ("Regulation D"). Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that Subscriber he has read the written materials provided by the Company.
7.6 7.6. Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares Stock for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 7.7. Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering Offering to evaluate the merits and risks of an investment in the Common Shares Stock and to make an informed investment decision with respect thereto.
7.8 7.8. Subscriber acknowledges that the Common Shares Stock herein subscribed for have has not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares Stock can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares Stock must be held for a minimum of one (1) year.
7.9 7.9. Subscriber recognizes that investment in the Common Shares Stock involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares Stock or made any finding or determination as to the fairness of this investment.
7.10 7.10. Subscriber acknowledges that each certificate representing the Common Shares Stock shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 7.11. If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common SharesStock, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common SharesStock; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common SharesStock, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification.
7.12 7.12. If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares Stock poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares Stock to offset taxable income.
7.13. The information furnished by Subscriber in the Subscriber Questionnaire signed by Subscriber is true and accurate as of the date thereof.
Appears in 1 contract
Subscriber Representations. The Subscriber hereby represents and warrants that:
(a) The Subscriber's representations in this Subscription Agreement are complete and acknowledges accurate to the best of the Subscriber's knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares.
(b) The Subscriber is aware that the Shares are a very speculative investment in a company with an untested business plan. The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive.
(c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement.
(d) The Shares subscribed for herein are being acquired for the Subscriber'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. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares.
(e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in 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 the Subscriber. The Subscriber further understands that no opinion is being given as followsto any securities or tax matters involving the offering.
(f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein.
(g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form:
7.1 (h) Subscriber has been furnished given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with and respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Disclosure Documents Company's Private Placement Memorandum, dated May 11, 2007 (the “Memorandum”), annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, current report on Form 8-K, dated April 27, 2007, current report on Form 8-K, filed on May 22, 2007, June 5, 2007 and June 8, 2007, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in Section 2.1 hereto this Subscription Agreement and is familiar with the terms of SEC Filings, the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on any representations, warranties or information from the Company in making an investment decision.
(or any agent or representative i) The Subscriber knows that the Shares subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of any 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Subscription Agreement, and constitute a material part of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares bargained-for Subscriber's particular tax and financial situationconsideration without which this Subscription Agreement would not have been executed.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations (j) By reason of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of either of themthe Company, directly or indirectly, can be reasonably assumed to have the Subscriber has the capacity to protect Subscriber's ’s own interests interest in connection with this transaction or has a pre-existing personal or business relationship with the transaction. Subscriber further acknowledges that Subscriber has read 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 written materials provided by the Companycharacter, business acumen and general business and financial circumstances of such person with whom such relationship exists.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the offering to evaluate the merits and risks of an investment in the Common Shares and to make an informed investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for have not been registered under the Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, that the Common Shares must be held for a minimum of one (1k) year.
7.9 Subscriber recognizes that investment in the Common Shares involves substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk factors identified within the Disclosure Documents. Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares or made any finding or determination as to the fairness of this investment.
7.10 Subscriber acknowledges that each certificate representing the Common Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 If this This Subscription Agreement is when fully executed and delivered on behalf by the Company will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a partnership, joint venture, corporation, trust or estate: (i) such partnershipother entity, corporationwas not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or estate other similar charter document, and has been duly approved by all requisite action by the full legal right and power entity's owners, directors, officers or other authorized managers. The person signing this document and all authority and approval required (a) documents necessary to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with consummate the purchase of the Common Shares, (b) shares has all requisite authority to delegate authority pursuant to a power of attorney and (c) to purchase and hold sign such Common Shares; (ii) the signature of the party signing documents on behalf of such partnershipthe Subscriber, corporation, trust or estate if it is binding upon such partnership, corporation, trust or estate; and an entity investor.
(iiil) such partnership, corporation or trust The Subscriber has not been duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future.
(m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement.
(n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum.
(o) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ______ Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, "individual net worth" means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial 3. I am qualified as an "accredited investor" pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: Here FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Common Sharessecurities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, unless each and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owner owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such entity trust is qualified a revocable trust which may be amended or revoked at any time by the grantors, and all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial 1. The undersigned hereby acknowledges that he/she is acting as an "accredited investor" agent or trustee for the following person or entity: Here ______ Initial 2. The undersigned xxxxxx agrees to provide to Company, upon Company's request, the following documents: Here
(a) a copy of the trust agreement, power of attorney or other instrument granting the power and authority to execute and deliver the Subscription Agreement, or
(b) an opinion of counsel verifying the undersigned's power and authority to execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of Regulation D the Employment Retirement Income Security Act of 1974 ("ERISA") and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has submitted information substantiating such individual qualification.
7.12 If Subscriber total assets in excess of $5,000,000, or ______ Initial (c) the plan is a retirement plan or is investing on behalf of a retirement self-directed plan, Subscriber acknowledges that investment the decision to invest in the Common Shares poses risks in addition securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to those associated that plan: Here · the plan provides for segregated accounts for each plan participant, · the document governing the plan provides each participant with other investmentsthe power to direct each particular investment to the extent of the participant's voluntary contributions plus any portion of employer contributions that have vested to the participant's benefit, including and · the inability decision to use losses generated by an investment invest in the Common Shares securities was made pursuant to offset taxable incomethe plan participant's power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the undersigned will complete if requested a Purchaser Questionnaire in the form attached hereto, the contents of which, if completed, are hereby certified to be correct.
Appears in 1 contract
Samples: Subscription Agreement (Quest Group International Inc)
Subscriber Representations. Subscriber hereby represents represents, warrants and acknowledges and agrees with the Company and the Placement Agent as follows:
7.1 Section 15.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as materials set forth in Section 2.1 hereto and is familiar with and understands the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of the Companythem). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's professional legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares Securities for Subscriber's particular tax and financial situationsituation and has determined that the Securities being subscribed for by Subscriber are a suitable investment for Subscriber.
7.2 Section 15.2 Subscriber has received all information Subscriber considers necessary or advisable to make a decision concerning its Subscription for the Securities, and has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Section 15.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the offeringOffering and all such questions have been answered to the full satisfaction of Subscriber and such information requested has been provided by the Company.
7.4 Section 15.4 Subscriber is not subscribing for the Common Shares Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminarseminar or meeting.
7.5 Section 15.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Act. Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own its interests in connection with an investment in the transaction. Subscriber further acknowledges that Subscriber has read the written materials provided by the CompanySecurities.
7.6 Section 15.6 If Subscriber is a natural person, Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
7.7 Section 15.7 Subscriber or Subscriber's purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use utilize the information made available to Subscriber in connection with the offering Offering to evaluate the merits and risks of an investment in the Common Shares Securities and to make an informed investment decision with respect thereto.
7.8 Section 15.8 Subscriber acknowledges that the Common Shares Securities herein subscribed for have not been registered under the Act or and under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Common Shares Securities can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act, which requires, among other conditions, conditions that the Common Shares Securities must be held for a minimum of one (1) year. Subscriber will not sell, assign, transfer or otherwise dispose of the Securities unless they are registered under the Act and any applicable State Act or pursuant to available exemptions from such registration, provided that Subscriber delivers to the Company an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, confirming the availability of such exemption. Subscriber represents that Subscriber is purchasing the Securities for Subscriber's own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence.
7.9 Section 15.9 Subscriber recognizes that investment in the Common Shares Securities involves substantial risks. Subscriber , including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to a purchase of the Securities, and acknowledges that Subscriber has reviewed read and understands the risk factors identified within risks described in the Disclosure Documents. sections of the Public Reports entitled "Risk Factors." Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Common Shares Securities or made any finding or determination as to the fairness of this investment.
7.10 Section 15.10 Subscriber acknowledges that each certificate representing the Securities and the Underlying Common Shares Stock shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
7.11 Section 15.11 Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company or the Placement Agent.
Section 15.12 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common SharesSecurities, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Common SharesSecurities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Common SharesSecurities, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Act ("Regulation "D") and has submitted information substantiating such individual qualification.
7.12 Section 15.13 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Common Shares Securities poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Common Shares Securities to offset taxable income.
Section 15.14 Subscriber shall indemnify and hold harmless the Company and the Placement Agent and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission
Appears in 1 contract
Samples: Subscription Agreement (Information Architects Corp)
