Securities Act Representations Sample Clauses
The Securities Act Representations clause requires parties to affirm that any securities involved in the agreement are being offered, sold, or transferred in compliance with applicable securities laws, particularly the U.S. Securities Act of 1933. Typically, this means the seller confirms that the securities are either registered or qualify for an exemption from registration, and the buyer may be required to state they are purchasing for investment purposes and not for resale. This clause ensures that the transaction does not violate securities regulations, thereby protecting both parties from potential legal liabilities and regulatory penalties.
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Securities Act Representations. (i) The Purchaser is an accredited investor (as defined in Rule 501 of the Securities Act) and is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment. The Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.
(ii) Neither the Purchaser nor any of its Affiliates is acting in concert, and neither the Purchaser nor any of its Affiliates has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institutions.
Securities Act Representations. Except as set forth on Schedule 5.34, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the ▇▇▇▇ ▇▇▇):
(a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions hav...
Securities Act Representations. (a) The shares of Geokinetics Common Stock (collectively, “Purchased Common Stock”) being acquired by each Seller, if any, are being acquired for such Seller’s own account, not as a nominee or agent, and such Seller does not have a present intention of selling or granting any participation in or otherwise distributing the Purchased Common Stock in any transaction in violation of the securities laws of the United States of America or any state, without prejudice, however, to such Seller’s right at all times to sell or otherwise dispose of all or any part of the Purchased Common Stock under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder. Such Seller understands and agrees that if it should in the future decide to dispose of any of the Purchased Common Stock, such Seller may do so only (i) in compliance with the Securities Act and applicable state securities law, as then in effect, or pursuant to an exemption therefrom or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered.
(b) It is understood that any certificates evidencing the Purchased Common Stock will bear the following legend: “These securities have not been registered under the Securities Act of 1933, as amended, or any state securities law. These securities may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under the Securities Act of 1933, as amended, and any such state securities laws or the issuer has received documentation reasonably satisfactory to it that such transaction does not require registration under the Securities Act of 1933, as amended, and state securities laws.”
(c) Each Seller (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act and (ii) by reason of its business and financial experience it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Common Stock.
Securities Act Representations. Buyer is acquiring the Purchased Interests for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). Buyer has no present intention of selling, granting any participation in, or otherwise distributing any of the Purchased Interests otherwise than pursuant to an effective registration statement under the Securities Act or in a transaction exempt from the registration requirements under the Securities Act and applicable state securities laws. Buyer has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Purchased Interests.
Securities Act Representations. The Company has not offered or sold and will not offer or sell any shares of its Capital Stock in this offering other than to the Investor. Assuming the accuracy of the Investor's representations pursuant to Section 4.02 hereof, the sale of the Common Shares hereunder will be exempt from the registration requirements of the Securities Act. Neither the Company, nor any of its Affiliates, or, to its knowledge, any Person acting on its or their behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Common Shares hereunder. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security other than pursuant to this Agreement under circumstances that would require registration under the Securities Act of the Common Shares to be issued under this Agreement. The Company is eligible to use Form S-3 under the Securities Act to file the Registration Statement (as defined in the Registration Rights Agreement). The Company has not provided the Investor with any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to engaging in the transactions contemplated by the Transaction Documents but that has not been so disclosed.
Securities Act Representations. (a) Such Contributing Party is an Accredited Investor (as such term is used in Rule 501 under the Securities Act), is able to bear the economic risk of its investment contemplated hereby and has sufficient net worth to sustain a loss of its entire investment in Remora Holdings and the Company without economic hardship if such loss should occur. Such Contributing Party understands and acknowledges that the Company and its directors, Affiliates, attorneys and agents are relying on this certification.
(b) Such Contributing Party has had an opportunity to discuss the Company’s business, management and financial affairs with the members of the Company’s management. Such Contributing Party has also had an opportunity to ask questions of the officers of the Company, which questions were answered to its satisfaction. Such Contributing Party acknowledges that it is familiar with all aspects of the Company’s business. Except as expressly set forth in ARTICLE IV and ARTICLE V, such Contributing Party has received no representations or warranties from the Company, Remora Holdings, or their respective employees, Affiliates, attorneys, accountants or agents.
(c) Such Contributing Party is acquiring the RH Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof that would cause such Contributing Party to be deemed an “underwriter”, as defined in Section 2(11) of the Securities Act, or that would require registration under the Securities Act or applicable state or other securities laws. Such Contributing Party acknowledges and understands that the RH Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such RH Units will bear a legend to the foregoing effect.
(d) Such Contributing Party acknowledges that the RH Units being acquired by such Contributing Party were not offered to such Contributing Party by means of publicly disseminated advertisements or sales literature, nor is such Contributing Party aware of any offers made to any other Contributing Party by such means.
(e) Such Contributing Party acknowledges and understands that it must bear the economic risk of its investment in the RH Units for an indefinite period of time because the RH Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unles...
Securities Act Representations. Buyer understands that the issuance to Buyer of the HIL Shares as contemplated hereby is intended to be exempt from registration under the Securities Act. Buyer is not intending to, and will not offer or distribute the HIL Shares acquired hereunder or any interest therein except in compliance with the Securities Act. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the HIL Shares and Buyer is capable of bearing the economic risks of such investment, including a complete loss thereof. Buyer has been given the opportunity to ask questions of and receive answers from Seller concerning Seller, HIL and the HIL Shares. Buyer has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the HIL Shares and Seller has made available to Buyer or its agents all documents and information relating to an investment in the HIL Shares requested by or on behalf of Buyer. In evaluating the suitability of an investment in the HIL Shares, Buyer has not relied upon any representations (other than the representations and warranties of Seller contained herein) or other information (other than as contemplated by the preceding sentences), whether oral or written, made by or on behalf of Seller. Buyer is an "accredited investor" as such term is defined in Regulation D under the Securities Act.
Securities Act Representations. Purchaser is aware that the sale of the Securities is being made in reliance on a private placement exemption from registration under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Purchaser is acquiring the Securities (and any shares of Company Common Stock issuable upon conversion or exercise of the Securities) for Purchaser’s own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) in violation of the Securities Act. Purchaser is able to fend for itself in the transactions contemplated herein. Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) and is capable of bearing the economic risks of such investment. Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
Securities Act Representations. The Purchaser is an accredited investor (as defined in Rule 501 of the Securities Act) and is aware that the sale of the Note is being made in reliance on a private placement exemption from registration under the Securities Act. The Purchaser is acquiring the Note (and any shares of Company Common Stock issuable upon conversion of the Note) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling the Note (or any shares of Company Common Stock issuable upon conversion of the Note) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Note (and any shares of Company Common Stock issuable upon conversion of the Note) and is capable of bearing the economic risks of such investment. The Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.
Securities Act Representations. (a) The Investor is acquiring its Shares for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. The Investor is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act).
(b) Each Investor acknowledges and agrees that the Shares have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws are available. Each Investor acknowledges that, except as provided in the Registration Rights Agreement, such Investor has no right to require the Company to register the Shares. Each Investor understands and agrees that the Shares are subject to stop transfer orders and each Stock Certificate shall bear the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS."