Representations of Purchaser Sample Clauses
Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Purchaser. Purchaser hereby represents and warrants to Seller as follows:
Representations of Purchaser. In connection with the purchase of the Shares, the Purchaser represents to the Company as follows:
(a) The Purchaser (i) acknowledges that the Purchaser has received, read and understood the Plan and the Option Agreement, (ii) agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan and the Option Agreement, and (iii) agrees to abide by and be bound by their terms and conditions.
(b) The Purchaser agrees (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by the Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option, and (iii) if this exercise relates to an Incentive Stock Option, to notify the Company in writing promptly after the date of any disposition of any of the shares of Common Stock issued upon exercise of the Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such shares of Common Stock are issued upon exercise of the Option.
(c) The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares.
(d) The Purchaser is acquiring these Shares for investment for the Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
(e) The Purchaser acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares.
(f) The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless they are registered or such registration is not...
Representations of Purchaser. Purchaser acknowledges that Xxxxxxxxx has received, read and understood the Option Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Purchaser. Purchaser represents and warrants to the Seller as follows:
6.1. That Purchaser has been duly organized pursuant to the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate...
Representations of Purchaser. Purchaser represents and warrants as follows:
Representations of Purchaser. Purchaser acknowledges that Pxxxxxxxx has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Purchaser. Purchaser represents and warrants to the Company that:
Representations of Purchaser. In connection with the purchase of the Private Placement Warrants, Purchaser represents to the Company as follows:
(a) Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Private Placement Warrants. Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination.
(b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the ...
Representations of Purchaser. Purchaser represents and warrants to Seller that:
(a) Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms of this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity).
(c) Purchaser's execution, delivery and performance of this Agreement does not violate or conflict with the Purchaser’s governing documents or any law, rule or regulation applicable to Purchaser, or any order or judgment of any court or other agency of government applicable to or affecting Purchaser.