Representations by the Purchaser. The Purchaser makes the following representations and warranties to the Company:
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Purchaser;
(b) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has suc...
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(p) the Purchaser is resident in the United States;
(q) the Purchaser has received and carefully read this Subscription Agreement;
(r) the Purchaser has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Purchaser;
(s) the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Purchased Securities for an indefinite period of time, and can afford the complete loss of such investment;
(t) the Purchaser is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(u) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Purchaser, or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(v) the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser;
(w) the Purchaser has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Purchased Securities and the Company, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(x) the Purchaser understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Purchaser shall promptly...
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
Representations by the Purchaser. Purchaser makes the following representations and warranties to the Company:
(i) Purchaser is a company duly incorporated and validly existing under the laws of St. Lucia and has all requisite corporate power and authority to conduct its business in the manner in which it is presently being conducted. The Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transaction contemplated hereby. The execution delivery and performance of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Boards of Directors of Purchaser and no other corporate proceedings are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transaction contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes, the valid and legally binding obligations of the Purchaser, enforceable against Purchaser in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies, whether in a proceeding at law or in equity (the "Bankruptcy Exception").
(ii) The Purchaser, in making the decision to purchase the Shares, has relied upon independent investigations made by it. The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Shares.
(iii) The Purchaser has been supplied with or has sufficient access to all information, including financial statements and other financial information of the Company, and has been afforded with an opportunity to ask questions of and receive answers concerning information to which a reasonable investor would attach significance in making investment decisions, so that as a reasonable investor the Purchaser has been able to make the Purchaser's decision to purchase the Shares.
(iv) The Purchaser has such knowledge and experience in financial, tax and business matters so as to enable the Purchaser to utilize the information made available to the Purchaser in connection with the offering of the Shares to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto.
(v) The Purcha...
Representations by the Purchaser. The Purchaser represents and warrants to and agrees with the Seller as follows:
Representations by the Purchaser. The Purchaser represents that it is its present intention to acquire the Notes and Warrants for its own account and that the Notes and Warrants are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that the disposition of the property of the Purchaser shall at all times be within its control. The acquisition by the Purchaser of the Notes and Warrants shall constitute a confirmation of this representation.
Representations by the Purchaser. In order to induce the Company to enter into this Agreement and sell the Shares to the Purchaser, the Purchaser makes the following representations and warranties to the Company, which representations and warranties are true and correct as of the date hereof and shall be true and correct as of the Closing Date:
Representations by the Purchaser. The Purchaser represents that it -------------------------------- is its present intention to acquire the Notes and Warrants for its own account and that the Notes and Warrants are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, ------- nevertheless, to the condition that the disposition of the property of the ------------ Purchaser shall at all times be within its control. The acquisition by the Purchaser of the Notes and Warrants shall constitute a confirmation of this representation.
Representations by the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:
(a) The Purchaser is acquiring the Shares for his or her own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Shares, and no other person has a direct or indirect beneficial interest in such Shares.
(b) The Purchaser acknowledges his or her understanding that the sale of the Shares is intended to be exempt from registration under the Act, and, in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company that the Purchaser has the financial ability to bear the economic risk of his or her investment in the Shares, has adequate means for providing for his or her current needs and contingencies and has no need for liquidity with respect to his or her investment in the Shares.
(c) The Purchaser has determined the Shares are a suitable investment for the Purchaser and that at this time he or she can bear a complete loss of his or her investment in the Shares.
