Examples of Prior Warrant Shares in a sentence
Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its investment in the Prior Warrant Shares, Warrant, and Warrant Shares.
Investor understands that nothing in this Agreement or any other materials presented to Investor in connection with the purchase and sale of the Prior Warrant Shares and the Warrant constitutes legal, tax or investment advice.
Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Prior Warrant Shares, Warrant and Warrant Shares.
The Company shall issue the Warrant and certificates for the Prior Warrant Shares and, if applicable, Warrant Shares to Investor with a legend as described in Section 6 below.
Investor has been advised and understands that the Company, in issuing the Prior Warrant Shares and the Warrant, is relying upon, among other things, the representations and warranties of Investor herein in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.
The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Warrant, and has taken all necessary corporate action to enter into and perform this Agreement, to issue the Prior Warrant Shares in accordance with the terms of this Agreement, to enter into and perform the Warrant, and to issue the Warrant Shares in accordance with the terms of the Warrant.
Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Prior Warrant Shares and the Warrant.
No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement and the purchase of the Prior Warrant Shares and the Warrant by Investor, other than such as have been made or obtained.
Investor understands that its purchase of the Prior Warrant Shares, Warrant and, if applicable, Warrant Shares involves a high degree of risk and that Investor may lose its entire investment in the Prior Warrant Shares, Warrant and, if applicable, Warrant Shares, and that Investor can afford to do so without material adverse consequences to its financial condition.
Investor shall not assign any rights or obligations under this Agreement other than, solely with respect to any Prior Warrant Shares, Warrant or Warrant Shares transferred in accordance with this Agreement, including the legends described herein, to any permitted transferee of such Prior Warrant Shares, Warrant or Warrant Shares, provided, however, that no such assignment shall relieve Investor of its obligations under this Agreement.