Investment Representations definition

Investment Representations has the meaning set forth in Section 6.2(a).

Investment Representations has the meaning set forth in the lead in to Article 5.

Investment Representations. The Purchaser understands that the HPSI Shares, the PVC Common Shares, the Promissory Note, and the stock issuable upon conversion of the Promissory Note (the "Purchased Securities"), are being sold under one or more exemptions from registration provided in the Securities Act of 1933, as amended (the "Act"), and limited offering exemptions contained in the securities laws of other jurisdictions; that it is purchasing the Purchased Securities, without being furnished any offering literature, prospectus, or business plan other than the documents of the Company which have been filed with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 as amended (the "Filed Documents"), that this transaction has not been examined by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any other jurisdiction; that all documents, records, and books pertaining to this investment requested by the Purchaser have been made available by the Company to the Stockholder and its representatives, including its attorney, its accountant, and/or its authorized representatives. The Purchaser hereby further represents and warrants as follows: (a) the Purchaser is a business corporation organized under the laws of Delaware; (b) the Purchaser understands and has fully considered for the purposes of the investment in the Purchased Securities that there are substantial restrictions on the transferability of the Purchased Securities and any stock into which the Purchased Securities may be convertible under the Act and applicable state securities laws and subject to the Registration Rights Agreement attached hereto as Exhibit 5.1(v), such -------------- registration may not be available; (c) the Purchaser confirms that it is able to bear the economic risk of its investment in the Purchased Securities and has such knowledge and experience in financial and business matters that the Stockholder is capable of evaluating the merits and risks of an investment in the Purchased Securities; (d) the Purchaser consents to the placement of a legend on the Purchased Securities including the notes or certificates representing the Purchased Securities, which legend will be in substantially the following form (adapted, as appropriate, in the case of a note): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECU...

Examples of Investment Representations in a sentence

• The Investment Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

• The Option is granted subject to all of the applicable terms and provisions of the Plan, including, but not limited to, the limitations on the Company's obligation to deliver Optioned Shares upon exercise set forth in Section 9.1 (Violation of Law), Section 9.2 (Corporate Restrictions on Rights in Stock), Section 9.3 (Investment Representations) and Section 9.7 (Tax Withholding).

• The Option is granted subject to all of the applicable terms and provisions of the Plan, including, but not limited to, the limitations on the Company’s obligation to deliver Option Shares upon exercise set forth in Section 9.1 (Violation of Law), Section 9.2 (Corporate Restrictions on Rights in Stock), Section 9.3 (Investment Representations) and Section 9.7 (Tax Withholding).

• The Option is granted subject to all of the applicable terms and provisions of the Plan, which terms and provisions are incorporated herein by reference pursuant to Section 1 of this Agreement, including, but not limited to, the limitations on the Company’s obligation to deliver Option Shares upon exercise set forth in Section 9.2 (Violation of Law), Section 9.3 (Corporate Restrictions on Rights in Stock), Section 9.4 (Investment Representations) and Section 9.7 (Tax Withholding).

• The Investment Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on the applicable Closing Date with the same force and effect as if they had been made on and as of said date.

More Definitions of Investment Representations

Investment Representations upon which Seller is relying:

Investment Representations. The Purchaser shall represent to the Company that it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, among other customary investment representations. Expenses: The Company will pay all reasonable costs and expenses incurred in connection with the transaction contemplated hereby, including without limitation reasonable and documented legal fees of counsel to the Purchaser, up to a maximum of $50,000. Other Purchasers: To the extent of any concurrent investment in the Securities by an investor other than the Purchaser, no other such purchaser shall receive more favorable terms than those provided for herein.

Investment Representations has the meaning set forth in Section 4.23.

Investment Representations. Tax Effects of Investment.

Investment Representations in no way limit or otherwise modify any of the representations, warranties or covenants made by the Company and/or any Seller, and Buyer is entitled to rely thereon as if none of the following Investment Representations had been made by Buyer.

Investment Representations. The Seller hereby makes the following representations and warranties to the Purchaser, and agrees to indemnify, hold harmless, and pay all judgments of the claims against the Purchaser for any liability or injury, including, but not limited to, that arising under federal or state securities laws, incurred as a result of any misrepresentation herein or any warranties made by the Seller.

Investment Representations means those investment representations, dated as of the Closing Date, in the form set forth in Exhibit C.