Securities Act Representations Sample Clauses
The Securities Act Representations clause requires parties to affirm that any securities involved in the agreement are being offered, sold, or transferred in compliance with applicable securities laws, particularly the U.S. Securities Act of 1933. Typically, this means the seller confirms that the securities are either registered or qualify for an exemption from registration, and the buyer may be required to state they are purchasing for investment purposes and not for resale. This clause ensures that the transaction does not violate securities regulations, thereby protecting both parties from potential legal liabilities and regulatory penalties.
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Securities Act Representations. Except as set forth on Schedule 5.34, the STOCKHOLDER alone, or together with such STOCKHOLDER's "purchaser representative" (as defined in Rule 501(h) promulgated under the ▇▇▇▇ ▇▇▇):
(a) acknowledges and agrees that (x) the shares of HOLDING Stock to be delivered to the STOCKHOLDER pursuant to this Agreement have not been and will not be registered under the 1933 Act or any state securities or "blue sky" laws, and therefore may not be sold, transferred or otherwise conveyed without compliance with the 1933 Act and all applicable state securities or "blue sky" laws, or pursuant to an exemption therefrom and (y) the HOLDING Stock to be acquired by the STOCKHOLDER pursuant to this Agreement is being acquired solely for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of the HOLDING Stock in connection with a distribution;
(b) acknowledges and agrees that it knows and understands that an investment in the HOLDING Stock is a speculative investment which involves a high degree of risk of loss;
(c) represents and warrants that it is able to bear the economic risk of an investment in the HOLDING Stock acquired pursuant to this Agreement, can afford to sustain a total loss of such investment and it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) has such knowledge and experience in financial and business matters that it (or for those STOCKHOLDERS that are trusts, its trustee or trustees) is capable of evaluating the merits and risks of the proposed investment in the HOLDING Stock;
(d) represents and warrants that it has had an adequate opportunity to review and to ask questions and receive answers concerning any and all matters relating to the transactions described in (i) HOLDING's private placement memorandum and (ii) this Agreement;
(e) represents and warrants that (1) it has had access to all relevant information regarding and has had adequate opportunity to ask questions and received answers concerning (i) the background and experience of the current and proposed officers and directors of HOLDING, (ii) the plans for the operations of the business of HOLDING, (iii) the business, operations and financial condition of the Other Founding Companies, and (iv) any plans for additional acquisitions and the like and (2) it has received all such relevant information and has asked any and all questions in the nature described in the preceding clause (1) and all questions hav...
Securities Act Representations. (i) The Purchaser is an accredited investor (as defined in Rule 501 of the Securities Act) and is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment. The Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.
(ii) Neither the Purchaser nor any of its Affiliates is acting in concert, and neither the Purchaser nor any of its Affiliates has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institutions.
Securities Act Representations. (a) Such Asset Contributor is an Accredited Investor (as such term is used in Rule 501 under the Securities Act and as set forth in Exhibit G hereto), is able to bear the economic risk of its investment in the Common Units and has sufficient net worth to sustain a loss of its entire investment in the MLP without economic hardship if such loss should occur. Such Asset Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification.
(b) Such Asset Contributor understands that the acquisition of the Common Units involves numerous risks. Such Asset Contributor is capable of analyzing and investing in companies like the MLP and is capable of evaluating the merits and risks of its investment in the MLP and has the capacity to protect its own interests. To the extent necessary, such Asset Contributor has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the acquisition of the Common Units and the other transactions contemplated by this Agreement, it being understood that neither the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings nor any other party in connection therewith has retained legal or financial advisors on behalf of such Asset Contributor. Further, such Asset Contributor acknowledges that ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. has been retained as legal counsel only to the MLP and the ▇▇▇▇▇▇▇ Art Foundation in connection with the transactions contemplated by this Agreement and the proposed Initial Public Offering, and does not represent any other Party to this Agreement.
(c) Such Asset Contributor has had an opportunity to discuss the MLP’s business, management and financial affairs with the members of the GP’s management. Such Asset Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction. Such Asset Contributor acknowledges that it is familiar with all aspects of the MLP’s business. Except as expressly set forth in Article V, such Asset Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents.
(d) Such Asset Contributor is acquiring the Common Units solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in...
Securities Act Representations. Buyer is acquiring the Purchased Interests for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). Buyer has no present intention of selling, granting any participation in, or otherwise distributing any of the Purchased Interests otherwise than pursuant to an effective registration statement under the Securities Act or in a transaction exempt from the registration requirements under the Securities Act and applicable state securities laws. Buyer has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Purchased Interests.
Securities Act Representations. (1) Such Purchaser is an accredited investor (as defined in Rule 501 of the Securities Act) and is aware that the offering and sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Such Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. Such Purchaser, either alone or together with its representatives, has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment.
(2) The Purchaser is not purchasing the Notes as a result of any advertisement, article, notice or other communication regarding the Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of the Purchaser, any other general solicitation or general advertisement. Purchaser did not become aware of the offering of the Notes through any Current Report on Form 8-K filed by Company with the SEC.
(3) The Purchaser acknowledges that it has been provided a reasonable opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and has reviewed the Company Reports (including the risk factors contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2021 and in all subsequent quarterly reports on Form 10-Q) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and...
Securities Act Representations. The Company has not offered or sold and will not offer or sell any shares of its Capital Stock in this offering other than to the Investor. Assuming the accuracy of the Investor's representations pursuant to Section 4.02 hereof, the sale of the Common Shares hereunder will be exempt from the registration requirements of the Securities Act. Neither the Company, nor any of its Affiliates, or, to its knowledge, any Person acting on its or their behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Common Shares hereunder. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security other than pursuant to this Agreement under circumstances that would require registration under the Securities Act of the Common Shares to be issued under this Agreement. The Company is eligible to use Form S-3 under the Securities Act to file the Registration Statement (as defined in the Registration Rights Agreement). The Company has not provided the Investor with any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to engaging in the transactions contemplated by the Transaction Documents but that has not been so disclosed.
Securities Act Representations. (a) Except as expressly contemplated hereby, such Purchaser is acquiring its portion of the Company Shares for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). Except as expressly contemplated hereby, such Purchaser does not have any present intention of selling, granting any participation in, or otherwise distributing the Company Shares it is purchasing otherwise than pursuant to an effective registration statement under the Securities Act or in a transaction exempt from the registration requirements under the Securities Act and applicable state securities laws. Except as expressly contemplated hereby, such Purchaser does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Company Shares it is purchasing.
(b) Such Purchaser acknowledges that the issuance of its portion of the Company Shares will not be registered under the Securities Act or any state securities laws on the basis of a claimed exemption by the Company that the issuance of the Company Shares as provided for herein is exempt from registration under the Securities Act and applicable state securities laws. Such Purchaser acknowledges that the availability of such exemption is predicated in part on such Purchaser's representations set forth in this Article 3 and that the Company is relying on such representations.
(c) Such Purchaser has received all the information it considers necessary or appropriate for deciding whether to accept the Company Shares it is purchasing. Such Purchaser has had an opportunity to ask questions of and to receive answers from the Company regarding the terms and conditions of the issuance of the Company Shares it is purchasing and the business, properties, financial condition and prospects of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such Purchaser or to which such Purchaser had access.
(d) Such Purchaser acknowledges that it is able to bear the economic risk of the investment in the Company Shares it is purchasing, and has such knowledge and experience in financial and business matters that it is ca...
Securities Act Representations. (i) The Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”) as of the date of this Agreement and the Closing Date. The Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment as of the date of this Agreement and the Closing Date. The Purchaser has been provided a reasonable opportunity to undertake such investigation and evaluate such documents and information to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the Company SEC Documents and has been afforded the opportunity to (A) ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (B) access information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
(ii) The Purchaser has no current intent or purpose to take any action that would be a violation of this Agreement.
(iii) Neither the Purchaser (or any of its Affiliates) is acting in concert, and neither the Purchaser (or any of its Affiliates) has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such...
Securities Act Representations. Buyer understands that the issuance to Buyer of the HIL Shares as contemplated hereby is intended to be exempt from registration under the Securities Act. Buyer is not intending to, and will not offer or distribute the HIL Shares acquired hereunder or any interest therein except in compliance with the Securities Act. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the HIL Shares and Buyer is capable of bearing the economic risks of such investment, including a complete loss thereof. Buyer has been given the opportunity to ask questions of and receive answers from Seller concerning Seller, HIL and the HIL Shares. Buyer has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the HIL Shares and Seller has made available to Buyer or its agents all documents and information relating to an investment in the HIL Shares requested by or on behalf of Buyer. In evaluating the suitability of an investment in the HIL Shares, Buyer has not relied upon any representations (other than the representations and warranties of Seller contained herein) or other information (other than as contemplated by the preceding sentences), whether oral or written, made by or on behalf of Seller. Buyer is an "accredited investor" as such term is defined in Regulation D under the Securities Act.
Securities Act Representations. Purchaser is aware that the sale of the Securities is being made in reliance on a private placement exemption from registration under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Purchaser is acquiring the Securities (and any shares of Company Common Stock issuable upon conversion or exercise of the Securities) for Purchaser’s own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) in violation of the Securities Act. Purchaser is able to fend for itself in the transactions contemplated herein. Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities (or any shares of Company Common Stock issuable upon conversion or exercise of the Securities) and is capable of bearing the economic risks of such investment. Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.