Investor Matters Sample Clauses

Investor Matters. (i) With respect to each of the PWM Investors of each Borrower, (i) a copy of the related Subscription Agreement of such Investor shall be held by the Escrow Agent for the benefit of the Administrative Agent; (ii) the applicable Borrower shall deliver a certificate to the Administrative Agent certifying that true, correct and complete copies of such documents have been delivered to the Escrow Agent; and (iii) the Escrow Agent shall deliver a duly executed receipt acknowledging custody of such documents and confirm receipt of all contact information for each PWM Investor to permit the Administrative Agent to make a Capital Call on all PWM Investors in accordance with the terms of this Credit Agreement;
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Investor Matters. Each Existing Noteholder acknowledges that (i) it is an Eligible Holder, (ii) it is acquiring the Exchange Notes to be issued to it pursuant to the Amended Offers and the Exchange Notes pursuant to Section 1.01(d) hereof (collectively, the “Securities”) for its own account, for investment, and not with a view to or for sale in connection with any distribution thereof in violation of the registration provisions of the Securities Act or the rules and regulations promulgated thereunder, (iii) it is aware that an investment in the Securities involves economic risk and that it may lose its entire investment in the Securities. Each Existing Noteholder acknowledges that the Securities are “restricted securities” under the federal securities laws, have not been registered under the Securities Act or any state securities or “blue sky” laws and may not be sold except pursuant to an effective registration statement thereunder or an exemption from registration under the Securities Act and applicable state securities laws. Each Existing Noteholder acknowledges that it has adequate information concerning the business and affairs of the Company to make an informed decision regarding the exchange by it of the Existing Notes for the Exchange Notes and receipt of the Exchange Notes pursuant to Section 1.01(d) hereof and has independently and without reliance upon the Company and based upon such information the Existing Noteholder has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Existing Noteholder has relied upon the representations, warranties, agreements and covenants of the Company contained in this Agreement.
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Investor Matters. (i) LSCC is acquiring the Stage One Purchased Shares pursuant to Section 2.1, and Loral Holdings and the T-11N Transferor are acquiring the Holdco Non-Voting Preferred Shares to be issued to Loral Holdings and the T-11N Transferor pursuant to Section 4.4, for investment, and without any present intention of transferring such securities to any other Person, and Loral acknowledges that LSCC, Loral Holdings and the T-11N Transferor and any other Person acquiring such securities directly or indirectly from LSCC , Loral Holdings or the T-11N Transferor may not sell or otherwise transfer such securities in a manner that would constitute a “distribution” as such term is used in the Securities Act; (ii) each of LSCC, Loral Holdings and the T-11N Transferor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment decision with respect to such securities; (iii) Loral and Skynet acknowledge that such securities have not been registered under the Securities Act or any state securities laws and may not be transferred unless subsequently registered thereunder or pursuant to a valid exemption from registration; (iv) Loral and Skynet acknowledge that such securities have not been distributed pursuant to a prospectus for which a receipt has been obtained under the securities laws of any province of Canada and may not be transferred in Canada unless a receipt for such prospectus has subsequently been obtained or pursuant to a valid exemption from such receipt requirement; and (v) each of LSCC, Loral Holdings and the T-11N Transferor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and an “accredited investor” as such term is defined in Section 1.1 of National Instrument 45-106 promulgated under Canadian securities laws, or is a corporation described in Section 2.4(2)(i) of such National Policy.
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Investor Matters. The securities to be received by Purchaser will be acquired for investment for Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Purchaser has no present intention of selling or otherwise distributing, and does not have any contract, undertaking, agreement or arrangement with any person with respect to any sale or other transfer of, any such securities. Purchaser and/or its controlling persons are investors in securities of companies in the development stage, and Purchaser acknowledges that it is able to protect its own interests, can bear the economic risk of the loss of its entire investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Company and the securities being purchased hereunder. Purchaser has received all documents and information desired by it in connection with an investment in the Company, has had ample opportunity to ask questions of and receive answers from management of the Company, and has otherwise performed its due diligence investigation of the Company.
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Investor Matters. Each Stockholder receiving shares of Company Stock is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Each Stockholder is able to fend for himself, can bear the economic risk of holding Company Stock subject to the restrictions contained in the Lock-Up Agreement, and has such knowledge and experience in financial or business matters to permit him to evaluate the merits and risks of holding Company Stock.
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Investor Matters. The securities to be received by GEAG will be acquired for investment for GEAG's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof GEAG has no present intention of selling or otherwise distributing, and does not have any contract, undertaking, agreement or arrangement with any person with respect to any sale or other transfer of, any such securities. GEAG and/or its controlling persons are investors in securities of companies in the development stage, and GEAG acknowledges that it is able to protect its own interests, can bear the economic risk of the loss of its entire investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Company and the securities being purchased hereunder. GEAG has received all documents and information desired by it in connection with an investment in the Company, has had ample opportunity to ask questions of and receive answers from management of the Company, and has otherwise performed its due diligence investigation of the Company.
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Investor Matters. Other than as set forth in Section 8.17, a copy of the related Subscription Agreement and Side Letter of each Investor (and the Administrative Agent shall have reviewed and confirmed acceptance of such Subscription Agreements and Side Letters);
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Investor Matters. 9.1 Investor Representation As of the date of this Agreement, each Investor represents severally as to itself (and not jointly) as of the date hereof as follows:
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Investor Matters 
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Related to Investor Matters

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Securities Sold to Founders, Sponsor and Insiders The Founder Shares have been duly authorized and are validly issued, fully paid and, except with respect to the forfeiture of certain Founder Shares as described in the Registration Statement upon the failure by the Underwriters to purchase any or all of the Option Securities, non-assessable. The Private Placement Warrants have been duly authorized and, when delivered upon the consummation of the Offering, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The shares of Common Stock issuable upon exercise of the Private Placement Warrants have been duly authorized and reserved for issuance and, when issued and delivered against payment therefor pursuant to the Private Placement Warrants Purchase Agreement, the Private Placement Warrants, and the Warrant Agreement will be validly issued, fully paid and non-assessable. Each of the Sponsor and the Company’s executive officers and directors have agreed to: (a) waive their redemption rights with respect to any Founder Shares and shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) held by them in connection with the completion of an Initial Business Combination, (b) waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation; (c) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares held by them if the Company fails to complete an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation); and (d) vote any Founder Shares and any Public Shares held by them in favor of an initial Business Combination if the Company submits an Initial Business Combination to its public stockholders for a vote.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Permitted Transactions The Customer agrees that it will cause transactions to be made pursuant to this Agreement only upon Instructions in accordance Section 14 and only for the purposes listed below.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

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