Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
Subscriber’s Representations, Warranties and Agreements. The undersigned hereby represents and warrants to, and agrees with, the Company as follows:
Subscriber’s Representations, Warranties and Agreements. The undersigned hereby acknowledges, agrees with and represents and warrants to the Company and its affiliates, as follows:
(a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.
(b) The undersigned acknowledges his, her or its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to the Company and its affiliates as follows:
(i) The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Securities;
(ii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company;
(iii) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received all documents requested by the undersigned or Advisors, if any, and have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement; and
(iv) The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Securities.
(c) The information in the Investor Questionnaire (attached as Appendix A) completed and executed by the undersigned (the “Investor Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D.
(d) The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an inv...
Subscriber’s Representations, Warranties and Agreements. To induce the Issuer to issue the Shares to Subscriber, Subscriber hereby represents and warrants to the Issuer and Altimeter and acknowledges and agrees with the Issuer and Altimeter as follows: (a) Subscriber has been duly formed or incorporated and is validly existing and, where such concept is recognized, in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby makes to the Company those representations and warranties set forth in Section 2.30 of the Second Lien Note Purchase Agreement as if such representations and warranties were set forth in this Agreement, mutatis mutandis, and made by the Subscriber with reference to and for the purposes of this Agreement.
Subscriber’s Representations, Warranties and Agreements. All representations and warranties of Subscriber contained herein are made as of the date hereof.
Subscriber’s Representations, Warranties and Agreements. To induce the Issuer to issue the Shares to Subscriber, Subscriber hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer, as of the date hereof and as of the PIPE Closing, as follows:
2.1.1 Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation (if such concept exists in such jurisdiction), with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.
2.1.2 This Subscription Agreement has been duly authorized and validly executed and delivered by Subscriber and, assuming that this Subscription Agreement has been duly authorized, executed and delivered by the Issuer, shall constitute the valid and binding obligation of Subscriber, and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith and fair dealing with respect to those jurisdictions that recognize such concepts).
2.1.3 The execution, delivery and performance by Subscriber of this Subscription Agreement (including compliance by Subscriber with all of the provisions hereof) and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, (ii) if Subscriber is not an individual, result in any violation of the provisions of the organizational documents of Subscriber, or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation or any other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (ii...
Subscriber’s Representations, Warranties and Agreements. Subscriber hereby represents and warrants to the Company, and hereby covenants and agrees with the Company, as follows:
Subscriber’s Representations, Warranties and Agreements. The Subscriber hereby represents and warrants:
Subscriber’s Representations, Warranties and Agreements. The undersigned represents, warrants and agrees with the Company as set forth in paragraphs 3(a) through 3(j) below.
(a) The undersigned: (i) is sufficiently informed concerning the business and financial condition of the Company in order to make the decision to invest in the Units, and does not desire any additional information in connection therewith; (ii) understands that the Company has recently commenced operations, has limited financial and other operating history, and intends to develop and operate a rock salt mine at Hampton Corners in New York State: (iii) has had the opportunity to ask questions of and to receive answers from management of the Company concerning the terms and conditions of the Offering and to obtain any additional information which the undersigned deems necessary to verify the accuracy of any information furnished to the undersigned in the Offering; and (iv) has received no warranty or representation from the Company or any of its employees, officers, directors or agents or any other person other than what may be set forth in the Plan, the Company's Operating Agreement and this Subscription Agreement.
(b) The undersigned is a New York resident and is a full time employee of the Company.
(c) The undersigned: (i) is purchasing the Units for the undersigned's own account, for investment and not with a view to, or for sale in connection with, any distribution thereof; (ii) has no intention of distributing, selling or otherwise disposing of any of the Units; (iii) will not sell, transfer or otherwise dispose of any of the Units except in accordance with the Securities Act of 1933 (the "Act"), or any similar Federal statute, and the applicable rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, as then in force and any applicable law, rule or regulation of any state or other jurisdiction; and (iv) will not take, or cause to be taken, any action which would cause the undersigned to be deemed an underwriter, as defined in Section 2(11) of the Act, of the Units.
(d) The undersigned further understands and agrees as set forth in subparagraphs (d)(i) through (d)(iii) below.
(i) None of the Units have been registered under the Act or applicable state securities laws and, consequently, the Units must be held indefinitely unless subsequently registered thereunder or an exemption from such registration is available. The Company has neither an obligation nor any present intention to register...
