Common use of Representation as to Investor Status Clause in Contracts

Representation as to Investor Status. The Executive represents and warrants to, and covenants with, the Company that the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.

Appears in 2 contracts

Samples: Settlement and Release Agreement (Cen Biotech Inc), Settlement and Release Agreement (Cen Biotech Inc)

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Representation as to Investor Status. The Executive represents and warrants to, and covenants with, the Company that that: the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.

Appears in 2 contracts

Samples: Settlement and Release Agreement (Cen Biotech Inc), Settlement and Release Agreement (Cen Biotech Inc)

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Representation as to Investor Status. The Executive represents and warrants to, and covenants with, the Company that that: (i) the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.

Appears in 1 contract

Samples: Settlement and Release Agreement (Cen Biotech Inc)

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