Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows:
(a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement.
(b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner.
(c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock i...
Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.
Investment Representations and Warranties. Each Purchaser hereby represents and warrants to the Company the following:
(a) Such Purchaser will acquire the Shares to be purchased by him, her or it for his, her or its own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same.
(b) Such Purchaser understands that the Shares to be purchased by him, her or it: (i) will not be registered under the Securities Act or the securities laws of any state, by reason of their issuance in a transaction exempt from the registration or qualification requirements of the Securities Act (defined below) or such securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser's representations as expressed herein, and (ii) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration.
(c) The Purchaser is an "accredited investor," as defined in Rule 501 (the provisions of which are known to such Purchaser) promulgated under the United States Securities Act of 1933, as amended (the "Securities Act").
(d) The Purchaser understands the Company has made no assurance that a public market for the Shares or any other class or series of Company capital stock will exist in the future.
(e) Based on such Purchaser's knowledge, experience and skill in evaluating and investing in securities derived from actual participation in financial, investment and business matters, such Purchaser is capable of evaluating the merits and risks of an investment in the Shares and the suitability of the Shares as an investment for such Purchaser.
(f) The Purchaser has had an opportunity to discuss the business, management and financial affairs of the Company and the terms and conditions of an investment in the Shares with, and has had access to, the management of the Company.
(g) The Purchaser is aware that no guarantees have been or can be made respecting the future value, if any, of the Shares or the profitability or success of the business of the Company.
Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that:
(a) (i) such Exchanging Partner has received and reviewed
(A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and
(B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “SEC Reports”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock.
Investment Representations and Warranties. (a) The Investor is acquiring the Convertible Preferred Stock to be acquired hereunder for its own account, for investment and not with a view to the distribution thereof, and without any present intention of distributing the same.
(b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing.
(c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act.
(d) The Investor (i) has been furnished with or has had access to the information that such Investor has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management of the Company the intended business and financial affairs of the Company, and (iii) has generally such knowledge and experience in business and financial matters so as to enable the Investor to understand and evaluate the risks of and form an investment decision with respect to its investment in the Convertible Preferred Stock.
(e) The Investor has no need for liquidity in its investment in the Convertible Preferred Stock and is able to bear the economic risk of its investment in the Convertible Preferred Stock and the complete loss of all of such investment.
(f) The Investor understands that there is no public market for the Convertible Preferred Stock and that the transferability of the Convertible Preferred Stock is restricted.
(g) The Investor recognizes that an investment in the Company involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the purchase of the Convertible Preferred Stock.
Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that:
(i) Such Exchanging Partner has received and reviewed
(A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and
(B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “SEC Reports”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock.
(ii) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock,
(A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock,
(B) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and
(C) is capable of bearing the economic risk of such investment.
(iii) (A) Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of the regulations promulgated under the Securities Act.
Investment Representations and Warranties. The Investor hereby represents and warrants that, it (i) as of the date of this Agreement is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act and has such knowledge and experience in financial and business matters as to be able to protect its own interests in connection with an investment in the Securities. The Investor further represents and warrants that (x) it is capable of evaluating the merits and risk of such investment, and (y) that it has not been organized for the purpose of acquiring the Securities and is an “institutional account” as defined by FINRA Rule 4512(c). The Investor understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.
Investment Representations and Warranties. Executive hereby represents and warrants as indicated below:
(a) Executive has reviewed, completed and executed Schedule 3 hereto which is incorporated herein and made a part hereof by this reference, and the information provided to the Company in such Schedule 3 is complete and accurate.
(b) Executive has such knowledge and experience in financial and business matters and Executive is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision with respect thereto.
(c) Executive has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size contemplated.
(d) Executive will purchase the Shares for Executive's own account and for investment purposes only, and Executive is not purchasing the Shares with a view to or for sale in connection with any distribution, resale or disposition of the Shares.
(e) The information provided in this Section (including without limitation the information set forth on Schedule 3 hereto) may be relied upon in determining whether the offering in which the Executive proposes to participate is exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws and the rules promulgated thereunder.
(f) Executive will notify the Company immediately of any material changes to the information given by Executive in this Section occurring prior to the closing of any purchase by Executive of the Shares.
(g) Executive is an officer of the Company and as such has a high degree of familiarity with the business and operations of the Company and understands and has evaluated the merits and risks of the purchase of the Shares.
(h) Executive has received a copy of the most recent Executive Equity Participation Materials of the Company (the "Materials"), prepared by the Company to describe the investment in the Company through purchase of the Shares, and Executive understands all of the information contained therein. Executive represents that Executive is relying solely upon the Materials and Executive's knowledge of the Company for the purpose of making Executive's decision to purchase the Shares, and Executive understands that no person has been authorized in connection with this offering to make any representations other than those contained in the Materials, and any representations not therein contained...
Investment Representations and Warranties. The Grantee hereby represents and warrants to the Company that:
Investment Representations and Warranties. Such Purchaser understands that the offering and sale of the Purchased Shares and Warrants have not been registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein. Such Purchaser acknowledges that, except as set forth in the Registration Rights Agreement, the Company has no obligation to register or qualify the Purchased Shares and Warrants for resale.
