Additional Investment Representations. Each Management Member represents and warrants that:
(a) the Management Member's financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the Units;
(b) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units;
(c) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's investment including in case of emergency, if at all;
(d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof;
(e) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters;
(f) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member deems necessary; and
(g) all information which the Management Member has provided to the Company and the Company's representatives concern...
Additional Investment Representations. The Rollover Stockholder represents and warrants that:
(i) the Rollover Stockholder’s financial situation is such that the Rollover Stockholder can afford to bear the economic risk of holding the Holdings Rollover Shares for an indefinite period of time, has adequate means for providing for the Rollover Stockholder’s current needs and personal contingencies, and can afford to suffer a complete loss of the Rollover Stockholder’s investment in the Holdings Rollover Shares;
(ii) the Rollover Stockholder’s knowledge and experience in financial and business matters are such that the Rollover Stockholder is capable of evaluating the merits and risks of the investment in the Holdings Rollover Shares;
(iii) the Rollover Stockholder understands that the Holdings Rollover Shares are a speculative investment which involves a high degree of risk of loss of the Rollover Stockholder’s investment therein, there are substantial restrictions on the transferability of the Holdings Rollover Shares and, on the date of the Rollover Closing and for an indefinite period following such date, there will be no public market for the Holdings Rollover Shares and, accordingly, it may not be possible for the Rollover Stockholder to liquidate the Rollover Stockholder’s investment in case of emergency, if at all;
(iv) the Rollover Stockholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings and its representatives concerning Holdings and its subsidiaries, the Merger, Holdings’ organizational documents and the terms and conditions of the purchase of Holdings Rollover Shares and to obtain any additional information which the Rollover Stockholder deems necessary;
(v) the Rollover Stockholder understands that after consummation of the Rollover Closing and the Effective Time, the consolidated total Indebtedness of Holdings and its subsidiaries (including the Company) will be significantly greater than the consolidated total Indebtedness of the Company and its subsidiaries prior to the Closing Date; and
(vi) the Rollover Stockholder is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (unless otherwise indicated on the signature page hereto).
Additional Investment Representations. The Optionee advises the Company that:
(a) Optionee's financial situation is such that Optionee can afford to bear the economic risk of holding the Shares for an indefinite period of time, and can afford to suffer a complete loss of Optionee's investment in the Shares;
(b) Optionee's knowledge and experience in financial and business matters is such that Optionee is capable of evaluating the merits and risks of the investment in the Shares;
(c) Optionee understands that there are substantial restrictions on the transferability of the Shares and there will be no public market for the Shares and, accordingly, it may not be possible for Optionee to liquidate its investment in case of emergency, if at all;
(d) Optionee has been given the opportunity to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the Acquisition, the Stockholders Agreement, and to obtain any additional information which Optionee deems necessary; and
(e) Optionee is either: (i) an "accredited investor", as such term is defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act") or, (ii) if not an "accredited investor," then the Optionee has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, and in the Optionee's judgment, has obtained sufficient information about the Company or its subsidiaries to evaluate the merits and risks of an investment in the Shares.
Additional Investment Representations. Executive represents and warrants that:
(a) Executive understands that there are substantial restrictions on the transferability of the Units and, on the Closing Date and for an indefinite period following the Closing Date, there will be no public market for the Units and, accordingly, it may not be possible for Executive to liquidate Executive’s Units in case of emergency, if at all;
(b) the terms of this Agreement provide that if Executive ceases to provide services to the Company or its Subsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof;
(c) Executive understands and has taken cognizance of all the risk factors related to the Units and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters;
(d) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the acquisition of the Units and to obtain any additional information which Executive deems necessary; and
(e) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page.
Additional Investment Representations. Each Purchaser is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act.
Additional Investment Representations. (i) the Investor’s financial situation is such that the Investor can afford to bear the economic risk of holding the Rollover Interests for an indefinite period of time, has adequate means for providing for the Investor’s current needs and personal contingencies, and can afford to suffer a complete loss of the Investor’s investment in the Rollover Interests;
(ii) the Investor’s knowledge and experience in financial and business matters are such that the Investor is capable of evaluating the merits and risks of the continued investment in the Rollover Interests;
(iii) the Investor has been given the opportunity to ask questions of, and to receive answers from, the Parent Entities and their respective representatives concerning the Parent Entities, the Transaction and the other transactions contemplated by the Merger Agreement and the terms and conditions of the waiver of the right to receive cash consideration for the Rollover Interests in connection with the Transactions;
(iv) the Investor holds the applicable Rollover Interests for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution thereof;
(v) the Investor understands that, following the Closing, the consolidated total indebtedness of the Company Entities and their Subsidiaries may be significantly greater than the consolidated total indebtedness of the Company Entities and their Subsidiaries prior to the Closing Date;
(vi) the Investor is (i) an “accredited investor” within the meaning of Rule 501(a) under the Securities Act or (ii) an entity in which all equity owners are “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; and
(vii) nothing contained in this Agreement shall be deemed to obligate the Company, OpCo or any of their respective Affiliates to employ the Investor in any capacity whatsoever or to prohibit or restrict the Company, OpCo or any of their respective Affiliates, from terminating the employment of the Investor at any time or for any reason whatsoever, with or without cause (subject to any terms of employment contained in any separate agreement between the Company, OpCo or any of their respective Affiliates and the Investor).
Additional Investment Representations. The Executive represents and warrants that (i) the Executive's financial situation is such that the Executive can afford to bear the economic risk of holding the Restricted Stock for an indefinite period of time and suffer complete loss of the Executive's investment in the Restricted Stock; (ii) the Executive's knowledge and experience in financial and business matters (and, in particular, with respect to the Company) are such that the Executive is capable of evaluating the merits and risks of the Executive's investment in the Restricted Stock; (iii) the Executive understands that the Restricted Stock is a speculative investment which involves a high degree of risk of loss of the Executive's investment therein, that there are substantial restrictions on the transferability of the Restricted Stock and that on the date of this Agreement and for an indefinite period following such date there will be no public market for the Restricted Stock and, accordingly, it may not be possible to liquidate the Executive's investment in the Company at all, including in case of emergency; (iv) the Executive and the Executive's representatives, including the Executive's professional, tax and other advisors, have carefully reviewed the financial and other information with respect to the Company, and its subsidiaries (including with respect to the Merger) supplied to them and the Executive understands and has taken cognizance of (or has been advised by the Executive's representatives as to) all the risks related to an investment in the Restricted Stock; (v) in making the Executive's decision to invest in the Restricted Stock hereunder, the Executive has relied upon independent investigations made by the Executive and, to the extent believed by the Executive to be appropriate, the Executive's representatives, including the Executive's own professional, tax and other advisors; (vi) the Executive and the Executive's representatives have received and read this Agreement, the Stockholders Agreement, the Merger Agreement and all other documents related to and executed or to be executed in connection with the transactions contemplated hereby and thereby, and have been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, the Company, Confetti and their respective representatives concerning the terms and conditions of the investment in the Restricted Stock and to obtain any additional informa...
Additional Investment Representations. The Holder hereby represents and warrants to the Company that (i) it has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment hereunder, (ii) it is an “accredited investor” as that term is defined in Regulation D under the Securities Act, (iii) it is able to incur a complete loss of such investment, (iv) it is able to bear the economic risk of such investment for an indefinite period of time, (v) it has received all the information from the Company and its management that Holder considers necessary or appropriate for deciding whether to acquire this Warrant and the Exercise Shares, (vi) it has had an opportunity to ask questions and receive answers from the Company regarding the Company, its financial condition, results of operations and prospects and the terms and conditions of the acquisition of this Warrant and Exercise Shares sufficient to enable it to evaluate its investment and (vii) it is not subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act.
Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this Agreement, the Memorandum, the Stockholders' Agreement, the Four Year Note or the Pledge Agreement, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on such documents and the independent investigations made by him and, to the extent believed by Purchaser to be appropriate, his representatives, including his own professional, financial, legal, tax and other advisors;
(v) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his investment in the Shares;
Additional Investment Representations. The Stockholder represents and warrants that:
(a) Ownership of Rollover Shares and Rollover Options. The Stockholder (or accounts or trusts controlled or beneficially owned by Stockholder) is the owner of the Rollover Shares and the Rollover Options and has the power to dispose of the Rollover Shares and Rollover Options. To Stockholder's knowledge, the Rollover Shares are validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. On the date hereof, the Rollover Shares are owned of record and beneficially by Stockholder. Stockholder has sole voting power and sole power of disposition with respect to all of the Rollover Shares, with no restrictions, subject to applicable federal securities laws, on Stockholder's rights of disposition pertaining thereto. On the date hereof, Stockholder has, and on the date of any Closing hereunder Stockholder will have, good, valid and marketable title to the Rollover Shares and Rollover Options free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever (other than the encumbrance created by this Agreement), and shall not be subject to any preemptive right of any stockholder of CPI. The contribution of the Rollover Shares to Company hereunder will transfer to Company good, valid and marketable title to the Rollover Shares, free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever.
(b) the Stockholder's financial situation is such that he can afford to bear the economic risk of holding the Common Stock for an indefinite period of time, has adequate means for providing for his current needs and personal contingencies, and can afford to suffer a complete loss of his investment in the Common Stock;
(c) the Stockholder's knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of the investment in the Common Stock, as contemplated by this Agreement;
(d) the Stockholder understands that the Common Stock is a speculative investment which involves a high degree of risk of loss of his investment therein, there are substantial restrictions on the transferability of the Common Stock and, on the Closing Date and for an indefinite period following the Closing, there will be no public market for the Common Stock and, accordingly, it may not be possible for the Stockholder to liquidate his investment in case of emergency, if at al...
