Common use of Transferee Representations Clause in Contracts

Transferee Representations. Prior to effecting any transfer of this Warrant or any part hereof, each prospective transferee shall represent in writing to the Company that: (a) Such transferee is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended and such transferee was not organized for the specific purpose of acquiring this Warrant or the Common Shares issuable upon exercise of this Warrant; (b) such transferee has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of such transferee's investment in the Company and is able financially to bear the risks thereof; (c) such transferee has had an opportunity to obtain whatever information concerning the Company and the Common Shares as has been requested from the Company by such transferee in order to make such transferee's investment decision with respect to this Warrant and the Warrant Shares; (d) this Warrant and the Warrant Shares are being acquired by such transferee for such transferee's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; and (e) such transferee understands that (i) this Warrant and the Warrant Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements of such act pursuant to Section 4(2) thereof and Rule 506 promulgated under such act and under applicable state securities laws, (ii) this Warrant and the Warrant Shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under such act and under applicable state securities laws or is exempt from such registration, (iii) this Warrant and the Warrant Shares issuable upon exercise of this Warrant will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect.

Transferee Representations. Prior to effecting any transfer In connection with the issuance and acquisition of Transferred Shares under this Warrant or any part hereofAgreement, each prospective transferee shall represent in writing the Transferee hereby represents and warrants to the Company thatas follows: (ai) Such transferee The Transferee is an "accredited investor" within acquiring and will hold the meaning of Rule 501 under the Securities Act of 1933, as amended and such transferee was not organized Transferred Shares for the specific purpose of acquiring this Warrant or the Common Shares issuable upon exercise of this Warrant; (b) such transferee has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of such transferee's investment in the Company and is able financially to bear the risks thereof; (c) such transferee has had an opportunity to obtain whatever information concerning the Company and the Common Shares as has been requested from the Company by such transferee in order to make such transferee's investment decision with respect to this Warrant and the Warrant Shares; (d) this Warrant and the Warrant Shares are being acquired by such transferee for such transferee's own its account for the purpose of investment only and not with a view to to, or for sale resale in connection with with, any distribution thereof; and“distribution” thereof within the meaning of the Securities Act. (eii) such transferee The Transferee understands that (i) this Warrant and the Warrant Transferred Shares issuable upon exercise of this Warrant have not been registered under the Securities Act by reason of 1933a specific exemption therefrom and that the Transferred Shares must be held indefinitely, as amendedunless they are subsequently registered under the Securities Act or the Transferee obtains an opinion of counsel, in reliance upon form and substance satisfactory to the Company and its counsel, that such registration is not required. The Transferee further acknowledges and understands that the Company is under no obligation to register the Transferred Shares. (iii) The Transferee is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an exemption from unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Transferee acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Transferee will not sell, transfer or otherwise dispose of the Transferred Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Transferee agrees that it will not dispose of the Transferred Shares unless and until it has complied with all requirements of this Agreement applicable to the disposition of Transferred Shares and it has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Transferred Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of such act pursuant the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to Section 4(2) thereof and Rule 506 promulgated under such act and the Transferred Shares under applicable state securities lawslaw. (v) The Transferee has been furnished with, and has had access to, such information as it considers necessary or appropriate for deciding whether to invest in the Transferred Shares, and the Transferee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Transferred Shares. (vi) The Transferee is aware that its investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Transferee is able, without impairing its financial condition, to hold the Transferred Shares for an indefinite period and to suffer a complete loss of its investment in the Transferred Shares. By reason of Transferee’s business or financial experience, the Transferee is capable of evaluating the merits and risks of this prospective investment, has the capacity to protect Transferee’s own interests in this transaction and is financially capable of bearing a total loss of the Transferred Shares. Furthermore, the Transferee is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear the economic risk of this investment indefinitely. (vii) The Transferee has full power and authority to enter into this Agreement, and such agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (B) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (viii) The Transferee is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect. (ix) If the Transferee is not a United States person (as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended), Transferee hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to purchase the Transferred Shares, including (a) the legal requirements within its jurisdiction for the purchase of the Transferred Shares, (iib) this Warrant and the Warrant Shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under any foreign exchange restrictions applicable to such act and under applicable state securities laws or is exempt from such registrationpurchase, (iiic) this Warrant and the Warrant Shares issuable upon exercise of this Warrant will bear a legend any governmental or other consents that may need to such effectbe obtained, and (ivd) the Company income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Transferred Shares. Transferee’s continued beneficial ownership of the Transferred Shares will make a notation on its transfer books to such effectnot violate any applicable securities or other laws of Transferee’s jurisdiction.

Transferee Representations. Prior to effecting any transfer of this Warrant or any part hereof, each prospective transferee shall represent in writing to the Company thatThe Transferee hereby: (a) Such transferee represents to the Agent that on the Effective Date, in relation to the Tranches, it is an "accredited investor" within either: (i) not resident in the meaning United Kingdom for United Kingdom tax purposes; or (ii) a bank as defined in section 840A of Rule 501 the Income and Corporation Taxes Act 1988 and resident in the United Kingdom; and beneficially entitled to the principal and interest payable by the Agent to it under this Agreement and, if it is able to make those representations on the Securities Act of 1933Effective Date, as amended and such transferee was not organized for shall forthwith notify the specific purpose of acquiring this Warrant or the Common Shares issuable upon exercise of this WarrantAgent if either representation ceases to be correct; (b) confirms that it has received from the Transferor a copy of the Credit Agreement together with such transferee other documents and information as it has sufficient knowledge and experience requested in investing in companies similar to the Company so as to be able to evaluate the risks and merits of such transferee's investment in the Company and is able financially to bear the risks thereofconnection with this Transfer Certificate; (c) such transferee without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Senior Finance Document, the Transferee confirms that it: (i) has had an opportunity made its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in the Credit Agreement and has not relied exclusively on any information provided to obtain whatever information concerning it by the Company and Agent, the Common Shares as has been requested from the Company by such transferee Security Agent, any Lead Arranger or any Arranger in order connection with any Senior Finance Document; and (ii) will continue to make such transferee's investment decision with respect to this Warrant its own independent appraisal of the creditworthiness of the Obligors and their related entities while any amount is or may be outstanding under the Warrant Shares;Senior Finance Documents or any Commitment is in force; and (d) this Warrant represents and warrants to the Transferor and all other parties to the Credit Agreement that it has the power to become a party to the Credit Agreement and the Warrant Shares are being acquired by such transferee for such transferee's own account for Collateral Sharing Intercreditor Agreement as a "Bank" and a "Main Bank Finance Party", respectively, on the purpose of investment terms herein and not with a view therein set out and has taken all necessary steps to or for sale in connection with any distribution thereof; and (e) such transferee understands that (i) this Warrant authorise execution and the Warrant Shares issuable upon exercise delivery of this Warrant have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements of such act pursuant to Section 4(2) thereof and Rule 506 promulgated under such act and under applicable state securities laws, (ii) this Warrant and the Warrant Shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under such act and under applicable state securities laws or is exempt from such registration, (iii) this Warrant and the Warrant Shares issuable upon exercise of this Warrant will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effectTransfer Certificate.