Subscribed for Shares definition
Examples of Subscribed for Shares in a sentence
The Subscriber understands that the sale and delivery of the Subscribed for Shares is conditional upon such sale being exempt from the registration and prospectus requirements under applicable securities legislation or upon the issuance of such orders, consents or approvals as may be required to permit such sale and delivery without complying with such requirements.
The Subscriber confirms that neither the Company nor any of its directors, employees, officers, consultants, agents or affiliates, has made any representations (written or oral) to the Subscriber regarding the future value of the Subscribed for Shares and acknowledges and confirms that no representation has been made to the Subscriber with respect to the listing of the Subscribed for Shares on any exchange or that application has been or will be made be made for such listing.
The Subscriber either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating and assessing the merits and risks of the prospective investment in the Subscribed for Shares, and has so evaluated the merits and risks of such investment and has determined that the Subscribed for Shares are suitable to investment for him.
In making its investment decision with respect to the Subscribed for Shares, the Subscriber has relied solely upon publicly available information relating to the Company and not upon any verbal or written representation made by or on behalf of the Company.
Except as disclosed in writing to the Company, the Subscriber does not act jointly or in concert with any other person or company for the purposes of acquiring the Subscribed for Shares.
The Subscriber acknowledges that the purchase of the Subscribed for Shares is a highly speculative investment, involving a high degree of risk and the Subscriber is able to bear the economic risk of an investment in the Subscribed for Shares; and, at the present time, is able to afford a complete loss of such investment.
The Subscriber acknowledges that the offering is being conducted without delivery of an offering memorandum and that it has not relied on any oral representation, warranty or information in connection with the offering of the Subscribed for Shares by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company.
The Subscriber is acquiring the Subscribed for Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling the Subscribed for Shares or any part thereof or interest therein, without prejudice, however, to the Subscriber’s right, subject to the provisions of this Agreement and in accordance with all applicable laws, at all times to sell or otherwise dispose of all or any part of such Subscribed for Shares as otherwise permitted hereunder.
In any case, none of the Subscribed for Shares have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a one year period commencing on the date on which this Agreement is accepted by the Company (the "Distribution Compliance Period"), except pursuant to an effective registration statement as to the Subscribed for Shares or an applicable exemption from the registration requirements of the 1933 Act.
The closing of the purchase and sale of the Subscribed for Shares (the “Closing”) shall take place at the offices of the Company immediately following the execution of this Agreement by the Company, or at such other time and place or on such other business day thereafter as the parties hereto may agree (the “Closing Date”).