Securities Act Matters. The Holder represents and warrants to the Company as of the date hereof that:
(a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it;
(b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant;
(c) The Holder acknowledges that, subject to the Registration Rights Agreement and the DSW Registration Rights Agreement (A) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and
(d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act.
Securities Act Matters. Each Member understands that, in addition to the restrictions on transfer contained in this Agreement, he or she must bear the economic risks of his or her investment for an indefinite period because the Interests have not been registered under the Securities Act.
Securities Act Matters. The Stockholder acknowledges and agrees that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholder recognizes and acknowledges that such claims of exemption are based, in part, upon the Stockholder's representations contained in this Agreement. The Stockholder further recognizes and acknowledges that, because the Shares are unregistered under federal and state laws, they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholder recognizes and acknowledges that Rule 144 or any other exemption promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholder recognizes and acknowledges that, in the absence of the availability of Rule 144 or any other exemption under the Securities Act, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may be available for resale of the Shares. The Stockholder recognizes and acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.
Securities Act Matters. (a) Lender warrants to Borrower that:
(i) Lender is acquiring the Warrant and the Common Stock specified in Section 11.1 hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Common Stock held by it.
(ii) Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act.
(b) Borrower represents and warrants to Lender that:
(i) Assuming the truth and accuracy of Lender's representations and warranties contained in the preceding paragraph, the issuance of the Warrant and the shares of Capital Stock pursuant to the Warrant are exempt from the registration and prospectus delivery requirements of the Securities Act.
(ii) All stock and securities of Borrower heretofore issued and sold by Borrower were, and all securities of Borrower issued and sold by Borrower on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act.
(iii) Borrower agrees that neither Borrower nor any Person acting on its behalf has offered or will offer the Warrant or Common Stock specified in Section 11.1 or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of such Warrant and Common Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.
Securities Act Matters. (a) Optionee represents that Shares issued upon any exercise of the Option will be acquired for Optionee's own account for investment only and not with a view to the distribution thereof within the meaning of the Federal Securities Act of 1933, as amended (hereinafter, together with the rules and regulations thereunder, collectively referred to as the "Act"), and that Optionee does not intend to divide Optionee's participation with others or transfer or otherwise dispose of all or any Shares except as below set forth. As herein used the terms "transfer" and "dispose" mean and include, without limitation, any sale, offer for sale, assignment, gift, pledge or other disposition or attempted disposition.
Securities Act Matters. The Exchange is exempt from the registration and prospectus-delivery requirements of the Securities Act and, assuming the accuracy of the Holder’s representations and warranties in Article II above, including with respect to Holder’s holding period and affiliate status, the Exchange Shares to be delivered to the Undersigned’s account pursuant to this Exchange Agreement will not be subject to restrictions on transfer under the Securities Act (and will not have any restrictive legends on such Exchange Shares).
Securities Act Matters. 30 Section 21.13
Securities Act Matters. Spotless hereby represents and warrants as follows:
(i) It understands that (i) the Shares have not been registered under the Securities Act or any state securities laws by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws (ii) that the Company's reliance on the availability of such exemption is, in part, based on the accuracy and truthfulness of the representations and warranties of Spotless set forth in this Section 4.4 and (iii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from such registration;
(ii) It is acquiring the Shares for its own account and not with a view to, or for sale in connection with, directly or indirectly, any distribution thereof that would require registration under the Securities Act or applicable state securities laws or would otherwise violate the Securities Act or such state securities laws;
(iii) It is an "accredited investor" pursuant to Rule 501 under the Securities Act by reason of the fact that it is a corporation not formed for the specific purpose of acquiring the Shares with total assets in excess of $5,000,000; and
(iv) It understands that the Shares will bear the following legend (or a substantially similar legend): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED.";
(v) Spotless is not a party or subject to or bound by any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge the Shares or the Note or any part thereof to any person, and has no present intention to enter into such a contract, undertaking, agreement or arrangement;
(vi) Spotless has received and reviewed copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended April 30, 1999 and its Quarterly Report on Form 10-QSB/A for the fiscal quarter ended July 31, 1999 (collectively, the "SEC Reports");
(vii) Spotless has been provided the opportunity to discuss with the Company's management, and ha...
Securities Act Matters. Such Member:
(a) acknowledges that his representations and warranties contained herein are being relied upon by Cygne as a basis for the exemption of the issuance of Cygne Stock and the Promissory Note hereunder from the registration requirements of the Securities Act and any applicable state securities laws;
(b) understands that (i) Cygne Stock and the Promissory Note have not been registered, and as of the Closing Date will not be registered, under the Securities Act or any state securities laws by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws, (ii) Cygne Stock and the Promissory Note must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from such registration (including, in the case of the Promissory Note, the cancellation of such Promissory Note, in whole or in part), and (iii) Rule 144 promulgated under the Securities Act, which permits limited resales of restricted securities, is not currently available with respect to resales of Cygne Stock or the Promissory Note and may not become available;
(c) is acquiring Cygne Stock and the Promissory Note for his own account and not with a view to, or for sale in connection with, directly or indirectly, any distribution thereof that would require registration under the Securities Act or applicable state securities laws or would otherwise violate the Securities Act or such state securities laws;
(d) has relied upon independent investigations made by him or his representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of Cygne, has been given the opportunity to discuss Cygne’s business, management and financial affairs with Cygne’s management, and has had the opportunity to examine all relevant documents and to ask questions of, and to receive answers from Cygne and its management;
(e) realizes that Cygne Stock and the Promissory Note are speculative investments involving a high degree of risk for which there is no assurance of any return or repayment of the Promissory Note;
(f) has such knowledge and experience in financial and business affairs, including investing in companies similar to Cygne, and is capable of determining the information necessary to make an informed investment decision, of requesting such information from Cygne, and of utilizi...
Securities Act Matters. Stockholder understands that, in addition to the restrictions on transfer contained in this Agreement, he must bear the economic risks of his investment for an indefinite period because the shares of Common Stock held by him have not been registered under the Securities Act.
