Examples of Additional Forward Purchaser in a sentence
Each of the Company and the Additional Forward Purchaser will bear its own costs and expenses incurred in connection with the performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.
The Additional Forward Purchaser understands that the offer and sale of the Additional Forward Purchase Shares to the Additional Forward Purchaser has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Additional Forward Purchaser’s representations as expressed herein.
The Additional Forward Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.
The Additional Forward Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Additional Forward Purchase Shares, as well as the terms of the Company’s proposed Distribution, with the Company’s management.
The Additional Forward Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.
The Additional Forward Purchaser understands that no public market now exists for the Additional Forward Purchase Shares, and that the Company has made no assurances that a public market will ever exist for the Additional Forward Purchase Shares.
By executing this Agreement, the Additional Forward Purchaser further represents that the Additional Forward Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person (other than another Additional Forward Purchaser) to sell, transfer or grant participations to such Person, with respect to any of the Additional Forward Purchase Shares.
As of the date hereof, the Additional Forward Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Additional Forward Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
All communications to the Additional Forward Purchaser shall be sent to the Additional Forward Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).