REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. Subscriber hereby severally represents and warrants to the Company the following:
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Shares to the Subscriber that: The Subscriber is not a “U.S. Person” as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person.
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows:
(a) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription;
(b) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;
(c) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction;
(d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement.
(e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment;
(f) the Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act;
(g) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit;
(h) the Subscriber is not aware of any advertisement of the Shares...
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Shares to the Subscriber that:
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Units to the Subscriber that: EACH SUBSCRIBER MUST INITIAL THEIR ACCREDITED INVESTOR STATUS WHERE INDICATED BELOW TO CONFIRM THEIR ACCREDITED INVESTOR STATUS: Initials (A) Accredited Investor Status (Initial) The Subscriber is an “Accredited Investor” as defined by Rule 501 of Regulation D of the 1933 Act.
(1) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase, exceeds $1,000,000;
(2) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(3) Any director, executive officer of the Company;
(4) Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 503(b)(2)(ii);
(5) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(6) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership. not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(7) Any bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
(8) Any insurance company as defined in Section 2(13) of the Act;
(9) Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;
(10) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
(11) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
(12) Any employee benefit plan within the meaning of the Employee Retirement...
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. The Subscriber hereby makes the following representations and warranties to the Company and North and South:
(a) Receipt and Review of Prospectus and Operating Agreement. The Subscriber has received and carefully reviewed and considered the Prospectus and the Operating Agreement, which were delivered to the Subscriber at least five business days prior to the date of this Agreement. The Subscriber understands that neither the SEC nor any state securities regulator has approved or disapproved of the Membership Interests or determined if the Prospectus is truthful or complete. In making a decision to purchase the Membership Interests, the Subscriber has relied exclusively on the information contained in the Prospectus and the Operating Agreement.
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber's representations and warranties in agreeing to sell the Shares to the Subscriber that:
(1) The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A "U.S. Person" is defined by Regulation S of the Act to be any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person;
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber's representations and warranties in agreeing to sell the Shares to the Subscriber that:
(A) The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A "U.S. Person" is defined by Regulation S of the Act to be any person who is:
(i) any natural person resident in the United States;
(ii) any partnership or corporation organized or incorporated under the laws of the United States;
(iii) any estate of which any executor or administrator is a U.S. person;
(iv) any trust of which any trustee is a U.S. person;
(v) any agency or branch of a foreign entity located in the United States;
(vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(vii) any partnership or corporation if:
1. organized or incorporated under the laws of any foreign jurisdiction; and
2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.
(B) The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and may require substantial funds in addition to the proceeds of this private placement;
(C) An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;
(D) The Subscriber has had full opportunity to review the Company's Disclosure Statement and additional information regarding the business and financial condition of the Company with the Subscriber's legal and financial advisers prior to execution of this Subscription Agreement;
(E) The Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction.
(F) The Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accor...
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber's representations and warranties in agreeing to sell the Shares to the Subscriber that: The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A "U.S. Person" is defined by Regulation S of the Act to be any person who is:
(1) any natural person resident in the United States;
(2) any partnership or corporation organized or incorporated under the laws of the United States;
(3) any estate of which any executor or administrator is a U.S. person;
(4) any trust of which any trustee is a U.S. person;
(5) any agency or branch of a foreign entity located in the United States;
(6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(7) any partnership or corporation if:
1. organized or incorporated under the laws of any foreign jurisdiction; and
2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts. The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and may require substantial funds in addition to the proceeds of this private placement; An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; The Subscriber has had full opportunity to review information regarding the business and financial condition of the Company with the Subscriber's legal and financial advisers prior to execution of this Subscription Agreement; The Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction. The Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment. The Subscriber...
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 1Subscriber hereby severally represents and warrants to the Company the following:
