Representations, Warranties and Covenants of the Investors. Each Investor hereby, as to itself only and for no other Investor, represents, warrants and covenants to the Company as follows:
Representations, Warranties and Covenants of the Investors. 5.1 Each Investor represents and warrants to, and covenants with, the Company that: (i) such Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision such as that involved in the purchase of the Shares and has requested, received, reviewed and understood all information it deems relevant in making an informed decision to purchase the Shares, including, without limitation, the information contained in the Information Documents and the Certificate of Designation; (ii) such Investor acknowledges that the offering of the Shares pursuant to this Agreement is being made without registration under the Securities Act and applicable state securities laws and has not been reviewed by the Commission or any state regulatory authority; (iii) such Investor is acquiring the number of Shares set forth on its signature page hereto for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iv) such Investor 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 Shares except in compliance with the Securities Act, the rules and regulations thereunder and any applicable state securities or blue sky laws; (v) such Investor has completed or caused to be completed the Stock Certificate Questionnaire, attached hereto as APPENDIX I, and the answers thereto are true and correct as of the date hereof; (vi) such Investor has, in connection with its decision to purchase the number of Shares set forth on its signature page, not relied upon any representations or other information (whether oral or written) other than as set forth in the Information Documents and the representations and warranties of the Company contained herein; (vii) such Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them and such questions have been answered to the full satisfaction of such Investor; and (viii) such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
Representations, Warranties and Covenants of the Investors. 5. Each Investor, severally and not jointly, represents and warrants to, and covenants with, the Company that:
Representations, Warranties and Covenants of the Investors. Each Investor hereby, severally and not jointly, represents and warrants to the Company as follows in Sections 4.1 through 4.14:
Representations, Warranties and Covenants of the Investors. Each Investor, severally and not jointly, hereby acknowledges, represents, warrants and agrees as follows:
Representations, Warranties and Covenants of the Investors. Each Investor severally (as to itself and not the other Investor) acknowledges, represents and warrants to, and agrees with, the Company that:
Representations, Warranties and Covenants of the Investors. Each Investor, severally and not jointly, hereby represents, warrants and covenants to the Company as of the date hereof and as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date) as follows:
Representations, Warranties and Covenants of the Investors. Each ---------------------------------------------------------- Investor hereby severally represents and warrants to, and agrees with, the Company as follows:
Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) the Investor 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 purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on Exhibit A hereto 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 Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor 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 Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 20% or more of the Company’s outstanding Ordinary Shares. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act.
Representations, Warranties and Covenants of the Investors. Each of the following representations, warranties and covenants is made by each Investor severally (as to itself) and not jointly.
