Subscriber's Representations and Warranties. The Subscriber hereby represents and warrants to and agrees with the Company that:
Subscriber's Representations and Warranties. Subscriber represents and warrants that:
(a) Subscriber has received, has carefully read and understands the Company's Business Plan;
(b) Subscriber has been furnished with all additional documents and information which Subscriber has requested;
(c) Subscriber has had the opportunity to ask questions of and received answers from the Company concerning the Company, the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information furnished;
(d) Subscriber has relied only on the foregoing information and documents in determining to make this subscription;
(e) The Executive Summary and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Subscriber is relying on professional advisers for such advice;
(f) All documents, records and books pertaining to Subscriber's investment have been made available for inspection by Subscriber and by Subscriber's attorney, and/or Subscriber's accountant and/or Subscriber's Subscriber representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business;
(g) Subscriber and Subscriber's advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed investment decision;
(h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Subscriber the Note;
(i) The Subscriber has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Subscriber has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation; and
(j) THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK OF THE COMPANY IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE. AS A RESULT, THERE CAN BE NO ASSURANCE THAT THE COMMON STOCK UNDERLYING THE WARRANTS BEING DELIVERED TO SUBSCRIBER PURSUANT TO THIS...
Subscriber's Representations and Warranties. Each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:
(a) Organization and Standing of the Subscribers. If the Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
Subscriber's Representations and Warranties. Each Subscriber hereby represents and warrants to and agrees with the Company as to such Subscriber that:
(a) Information on Company. The Subscriber has been furnished with or has obtained from the EDGAR Website of the Securities and Exchange Commission (the "Commisxxxx") the Company's Form 10-KSB for the year ended December 31, 2003 as filed with the Commission, together with all subsequently filed Forms 10-QSB, 8-K, and filings made with the Commission available at the EDGAR website (hereinafter referred to collectively as the "Reports"). Xx addition, the Subscriber has received in writing from the Company such other information concerning its operations, financial condition and other matters as the Subscriber has requested in writing (such other information is collectively, the "Other Written Information"), and considered all factors the Subscriber deems material in deciding on the advisability of investing in the Securities.
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL that he, she or it:
a. has received a copy of FUEL’s Prospectus dated [DATE] and the exhibits thereto;
b. has been informed that the Units of FUEL are offered and sold in reliance upon a federal securities registration; Alabama, Florida and Georgia; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabama, Florida and Georgia and that FUEL is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of member...
Subscriber's Representations and Warranties. I hereby represent and warrant to the Company as follows:
(a) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company.
(b) I understand that my purchase of the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment in the Company.
(c) I am an accredited investor as that term is defined in Regulation D under the Securities Act.
(d) I, myself, or, together with my advisor(s), if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating the risks and merits of an investment in the Securities and of making an informed investment decision.
(e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old.
(f) If I am a corporation, partnership or other entity, I am duly authorized to purchase and hold the Securities.
(g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) have been made available or delivered as requested.
(h) I have reviewed and understand the Term Sheet. I or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by the Company.
(i) I am subscribing for the Securities solely for my own accoun...
Subscriber's Representations and Warranties. The Subscriber hereby represents and warrants to the Company:
Subscriber's Representations and Warranties. As of the Closing Date, each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:
Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows:
3.1 The undersigned is acquiring the Units for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution.
3.2 All information furnished in the Investor Questionnaire completed by the undersigned is true and correct in all respects.
3.3 The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment.
3.4 The undersigned has substantial knowledge and experience in making investment decisions of this type and is capable of evaluating the merits and risks of this investment.
3.5 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company. In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them.
3.6 The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature.
3.7 The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Units.
3.8 If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units subscribed for.
3.9 The Company and the other purchasers are relying on the truth and accuracy of the declarations,...
Subscriber's Representations and Warranties. The undersigned hereby represents and warrants as follows:
