Common use of Knowledge and Representation Clause in Contracts

Knowledge and Representation. If the Purchaser is not an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), the Purchaser acknowledges that as soon as reasonably practicable following its delivery of this notice, the Company will deliver to the Purchaser disclosures intended to satisfy the applicable requirements of Rule 701 of the Securities Act (the “Rule 701 Disclosure”) (to the extent then applicable), in which case the Purchaser understands that he or she may revoke this Notice of Option Exercise by written notice to the Company until the eighth day following the receipt of the Rule 701 Disclosure. The Purchaser is relying on his or her own business judgment and knowledge and the advice of his or her own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, in making the decision to purchase the Shares. The Purchaser, either alone or with his or her advisors, has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of the purchase of the Shares and has the capacity to protect his or her own interests in connection with such purchase. In furtherance of the foregoing, the Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to the Purchaser by or on behalf of the Company, and (ii) the Purchaser will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in the Company.

Appears in 4 contracts

Samples: Stock Option Agreement (Emerald Expositions Events, Inc.), Employment Agreement (Emerald Expositions Events, Inc.), Stock Option Agreement (Emerald Expositions Events, Inc.)

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