Examples of Prior Warrant Shares in a sentence
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.
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.
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 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 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.
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 understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Prior Warrant Shares, Warrant or Warrant Shares or the fairness or suitability of an investment in the Prior Warrant Shares, Warrant or Warrant Shares nor have such authorities passed upon or endorsed the merits thereof.
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.
Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries which have been requested and materials relating to the offer and sale of the Prior Warrant Shares, Warrant, and Warrant Shares, which have been requested by Investor.
Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and Investor herein shall survive the execution of this Agreement, the delivery to Investor of the Prior Warrant Shares and the Warrant being purchased and the payment therefor.