Undersigned's Representations and Warranties Sample Clauses
Undersigned's Representations and Warranties. The Undersigned makes the following agreements, representations, declarations, acknowledgments and warranties to the Company with the intent that they be relied upon in determining the Undersigned’s suitability as a purchaser of the Shares:
A. The Undersigned is an (i) individual resident of Israel and Qualified Investor and (ii) employee or consultant of S&W. Neither the Undersigned nor any person or entity for whom the Undersigned is acting as fiduciary is a U.S. Person. A U.S. Person means any one of the following:
1) any natural person resident in the United States of America;
2) any partnership or corporation organized or incorporated under the laws of the United States;
3) any estate of which any executor or administrator is a U.S. Person;
4) any trust of which any trustee is a U.S. Person;
5) any agency or branch of a foreign entity located in the United States;
6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and
8) any partnership or corporation if (1) organized or incorporated under the laws of any foreign jurisdiction; and (2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
B. At the time the agreement to acquire the Shares was originated, the Undersigned was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement. No offer to acquire the Shares was made in the United States.
C. The Undersigned is acquiring the Shares for its own account or for the account of beneficiaries for whom the Undersigned has full investment discretion with respect to the Shares and from whom the Undersigned has full authority to bind so that each such beneficiary is bound hereby as if such beneficiary were a direct investor hereunder and all representations, warranties and agreements herein were made directly by such beneficiary. The Undersigned is not acquiring the Shares on behalf of any U.S. Person and the sale has not been prearranged with a purchaser...