Representations and Warranties of Investor. Investor hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date:
Representations and Warranties of Investor. The Investor represents and warrants to the Company that:
Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects, as of the date of each Closing:
Representations and Warranties of Investor. Investor hereby represents and warrants to the Company as follows:
Representations and Warranties of Investor. The Investor represents and warrants to the Company with respect to the purchase of Securities under this Agreement as follows:
i. This Agreement constitutes the Investor's valid and legally binding obligation, enforceable in accordance with its terms.
ii. The Investor is acquiring the Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act of 1933, as amended (the "Act"). The Investor understands that the Securities have not been registered under the Act or any applicable state securities laws by reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed herein.
iii. The Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment in the Securities. The Investor has received satisfactory and complete information concerning the business and financial condition of the Company in response to the Investor's inquiries.
iv. The Investor realizes that the acquisition of the Securities will be a highly speculative investment. The Investor is able, without impairing the Investor's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Investor's investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial and operating history and the investment in the Company involves substantial risks. The Investor understands all of the risks related to the acquisition of the Securities. By virtue of the Investor's experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor's investment in the Company and has the capacity to protect the Investor's own interests.
v. The Investor understands that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the Securities. The Investor is aware of Rule 144 promulgated under the Act that p...
Representations and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that:
Representations and Warranties of Investor. The Investor hereby represents and warrants to the Company as follows as of the date hereof and as of the Closing:
Representations and Warranties of Investor. Investor represents and warrants to the Company that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:
Representations and Warranties of Investor. Investor hereby represents and warrants to Company as of the Closing as follows:
Representations and Warranties of Investor. Investor represents and warrants to the Company that:
(a) Investor is duly organized and validly existing under the laws of the state of its incorporation or organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Investor, and this Agreement is a valid and binding obligation of Investor.
(c) Investor has good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, and upon delivery of the CQH Shares in consideration of the CEI Shares pursuant hereto, good and valid title to the CQH Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company.
(d) Investor understands and agrees that the CEI Shares are being issued to Investor pursuant to the “private placement” exemption from registration provided by Section 4(a)(2) of the Securities Act. Investor is acquiring the CEI Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act.
(e) Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits of investing in the CEI Shares, and has so evaluated the merits and risk of such investment.
(f) Investor acknowledges and understands that the Company may be in possession of material non-public information regarding the Company and its affiliates not known to Investor that may impact the value of the CEI Shares and CQH shares and that the Company is not disclosing any such information to Investor.
(g) Investor acknowledges and understands, based on its knowledge, sophistication and experience in business and financial matters, the disadvantage to which Investor is subject due to the disparity of information between the Company and Investor, including the disparity of information created by the non-disclosure of any material non-public information regarding the Company and its affiliates. Notwithstanding such disparity, Investor has deemed it appropriate to enter into this Agreement and consummate the transactions contemplated hereby.
(h) Investor is not purchasing the CEI Shares as a result of any form of general solicitation or general ad...
