Common use of Warrant Holder Representation Clause in Contracts

Warrant Holder Representation. Notwithstanding anything to the contrary herein, the Warrant Holder represents and warrants that: (a) it acknowledges that the Warrant and the Warrant Shares have not been registered under the 1933 Act or any state securities laws, (b) the Warrants and the Warrant Shares (unless such Warrants and/or Warrant Shares, as the case may be, are registered under the 1933 Act and applicable state securities laws) are being and will be issued pursuant to an exemption from registration for non-public offerings or offerings to one or more accredited investors, (c) that the Warrant Holder is acquiring the Warrant and will acquire the Warrant Shares (unless such Warrants and/or Warrant Shares are registered under the 1933 Act and applicable state securities laws) for the Warrant Holder's own account and not with a view toward their distribution, (d) the Warrant Holder is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act and has not been organized for the specific purpose of acquiring the Warrant Shares or the Warrant, (e) the Warrant Holder and its representatives have been solely responsible for the Warrant Holder's own "due diligence" investigations of the Company and its management and business, for its own analysis of the merits and risks of the investment, and for its own analysis of the fairness and desirability of the terms of the investment, (f) the Warrant Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the Warrant and of protecting its interests in connection therewith, (g) the Warrant Holder is able to fend for itself in the transactions contemplated by this Warrant and has the ability to bear the economic risk of the investment, including complete loss of the investment, (h) the Warrant Holder is experienced in evaluating and investing in relatively early-stage, energy technology companies such as the Company, and (i) the Warrant Holder will not sell, offer for sale, pledge or otherwise hypothecate the Warrant or the Warrant Shares (unless such shares are registered under the 1933 Act and applicable state securities laws) in the absence of an opinion of counsel reasonably acceptable to the Company, that the sale, offer for sale, pledge or hypothecation of the Warrant and Warrant Shares is exempt from the registration and prospectus delivery requirements of the 1933 Act and applicable state securities laws.