Investor Qualifications. The Buyer (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Securities, the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Buyer is executing this Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Buyer is a party or by which it is bound.
Investor Qualifications. Such Purchaser (a) is an “accredited investor” (as defined in Regulation D promulgated by the Commission and as defined in NI 45-106), (b) is able to bear the economic risk of its investment in the Notes, (c) acknowledges that neither the Notes nor the Warrants have been or will be registered under the U.S. Securities Act and therefor are or will be subject to certain restrictions on transfer unless registered for resale or subject to an exempt transaction under the U.S. Securities Act and any applicable state securities law and the Company is not under any obligation to file a registration statements with the Commission with respect to the Notes, the Warrants or any of the underlying Shares, and (d) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company and the Notes. Such Purchaser is not an entity formed solely to make this investment. Each Purchaser is an U.S. Accredited Investor and is acquiring the Notes and Warrants for its own account, and for investment and not with a view to any resale, distribution or other disposition of the Notes, Warrants, or Shares in violation of United States federal or state securities Laws, and each Purchaser has so indicated by checking the appropriate category on the U.S. Accredited Investor certificate delivered to the Borrowers which so describes it and acknowledges that by signing this Agreement it is certifying that the statements made by checking the appropriate U.S. Accredited Investor category are true.
Investor Qualifications. Buyer can bear the economic risk of its investment in the Shares and has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Shares.
Investor Qualifications. I represent and warrant as follows (Answer Part a, b or c, as applicable. Please check all applicable items):
Investor Qualifications. The undersigned is an Accredited Investor as defined in Rule 501 promulgated under the Securities Act or has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of investing in the Common Stock.
Investor Qualifications. (i) Seller understands that any shares of Buyer Common Stock to be received in partial payment of the purchase price are characterized as “restricted securities” under the federal securities laws inasmuch as they are being received from Buyer in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. Seller understands that it must bear the economic risk of the acquisition of the Buyer Common Stock made in connection herewith for an indefinite period of time because, among other reasons, the shares of Buyer Common Stock issued to Seller hereunder will not have been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. Seller further understands that the certificate representing the shares of Buyer Common Stock shall bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS”;
Investor Qualifications. Purchaser is an "accredited investor" as defined by SEC Rule 501(a). Purchaser is experienced at evaluating and investing in companies of the same type as Company, and has had the opportunity (a) to discuss the Company's business, management and financial affairs with executives of the Company, (b) to study publicly available information about the Company and its industry as well as to review and study the books and records of the Company and the Bank and (c) to seek the advice and reports of stock analysts, brokers, investment advisers, industry consultants, attorneys, accountants, and other experts about the value of the Subject Shares and the risks and benefits of an investment therein.
Investor Qualifications. I am an Accredited Investor as defined in Rule 501 promulgated under the Securities Act of 1933 or have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of investing in the Shares.
Investor Qualifications. Buyer: (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Membership Interests; (ii) is able to bear the complete loss of its investment in the Membership Interests; (iii) has had the opportunity to ask questions of the Sellers and each of the Company and their management concerning the terms and conditions of the Membership Interests, the business of each of the Company, the Company’ ownership and use of their respective assets, estimates and judgments utilized and relied upon by the Company in preparing their financial statements; (iv) has had the opportunity to obtain additional information about each of the Company and its business and all of Buyer’s questions have been answered to its satisfaction; and (v) is otherwise an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act.
Investor Qualifications. In the process of submitting my pledge to subscribe for REG-CF SAFE through the Intermediary, I completed an investor profile pursuant to which I provided certain information regarding myself and my desire to invest in the REG-CF SAFE. I hereby represent and warrant to the Company and the Intermediary that any and all such information provided to the Intermediary, including, but not limited to, information regarding my status as an accredited or non-accredited investor, my financial situation, income, net worth and/or assets, my prior investment history and my experience in investing in private placements of securities of this nature, including through offerings of securities in crowdfunding offerings under Rule 4(a)(6) of the Securities Act, is true, complete and accurate in all respects as of the effective date of this Subscription Agreement. I understand and acknowledge that the Company and the Intermediary are relying on the accuracy of the information provided to the Company and the Intermediary in connection with the sale of this REG-CF SAFE to me, and the REG-CF SAFE would not be sold to me if any part of such information were untrue. I hereby agree that the Company and the Intermediary may rely on the accuracy of such information in connection with any matter relating to the offer or sale of the REG-CF SAFE to me.
