SECURITIES ISSUES Sample Clauses

SECURITIES ISSUES. Each of Seller, Kohl and B▇▇▇▇▇ hereby acknowledges that Buyer will be relying upon exemptions from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and The Securities Act of 1957 of Texas (the "Texas Act") in connection with the issuance of the Stock to Seller. Each of Seller, Kohl and B▇▇▇▇▇ further acknowledges that the availability of the exemption under the Texas Act is dependent upon a number of factors, including, without limitation: the receipt by Seller of certain information regarding Buyer; whether Seller is a "sophisticated investor" (as such term is used in the rules promulgated under the Texas Act); and the imposition on Seller of certain restrictions on the resale or transfer of the Stock. In connection with establishing the applicability of the above-mentioned exemptions, each of Seller, Kohl and B▇▇▇▇▇ represents and warrants to, and agrees with, Buyer as follows: (A) The total value of the Stock will not exceed twenty percent (20%) of Seller's net worth at the time of issuance of the Stock by Buyer to Seller. Seller has no need for liquidity in the Stock and Seller can afford to lose its entire investment in the Stock. (B) The principals of Seller have such knowledge of finance, securities and/or investments, generally, as well as experience and skill in investments based upon actual participation, that they are capable of evaluating the merits and risks of the issuance of the Stock to Seller, and such persons do not require a purchaser representative to assist in any such evaluation. (C) The Stock is being acquired by Seller for its own account for purposes of investment and not "with a view to" the "distribution" thereof, as such terms are used in the 1933 Act, and the rules and regulations thereunder; (D) Seller acknowledges that the Stock constitutes "restricted securities" under federal and state securities laws insofar as it has not been registered under the 1933 Act or the securities laws of any other jurisdiction, that it may not be resold or transferred without compliance with the registration or qualification provisions of the 1933 Act or applicable federal and state securities laws or an opinion of counsel that an exemption from such registration and qualification requirements is available. Each of Seller, Kohl and B▇▇▇▇▇ is familiar with Rule 144 promulgated under the 1933 Act, as presently in effect, and the resale limitations imposed thereby and by the 1933 Act; (E) Seller, Kohl and B...

SECURITIES ISSUES. Warrantholder, intending that the Company rely upon the following representations and covenants of Warrantholder, which by execution of this Agreement, Warrantholder hereby represents and warrants that both as of the date hereof and the date(s) of his purchase of Shares under this Warrant:

SECURITIES ISSUES. (i) Owners have a joint net worth, at the date hereof, of over $1,000,000.00, and therefore Owners are "accredited investors" within the meaning of Rule 501(a) promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "1933 ACT"). (ii) Owners have such knowledge and experience in financial matters (either by themselves or with their financial advisors) that they are capable of evaluating the relative risks and merits of an investment in the ABEV Stock. (iii) Owners have received all of the SEC Reports (as defined below). In making their decision have the Shares exchanged for the ABEV Stock, Owners have relied solely upon independent investigations made by them or their financial advisors, and they have received no representation or warranty from ABEV or any of its affiliates, employees or agents, except as expressly set forth herein. (iv) Owners understand that the ABEV Stock has not been registered under the 1933 Act or the securities acts of any of the states of the United States or other possessions or areas subject to its jurisdiction, in reliance on exemptions for private offerings and may be sold or disposed of in the absence of such registration only pursuant to an exemption from such registration and only in accordance with the terms, conditions and restrictions contained in this Agreement. The shares of ABEV Stock being delivered to Owners shall bear a legend to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred except in compliance with that Act. The securities represented by this certificate are subject to the transfer restrictions, voting requirements and other conditions and provisions of an Agreement and Plan of Reorganization dated as of October 1, 1996 by and among ▇▇▇▇▇▇'▇ MERGER CORP., ATLANTIC BEVERAGE COMPANY, INC., ▇▇▇▇▇▇'▇ FARM, INC., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, copies of which are on file at the principal executive offices of Atlantic Beverage Company, Inc." (v) Owners understand that no federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the ABEV Stock. (vi) The ABEV Stock being transferred to Owners will be held by Owners solely for their own account (and not for the account of others) for investment and will not be held with a view to or for the resale, d...

SECURITIES ISSUES. ‌‌ Recipient expressly confirms and agrees that no public disclosure with respect to the Purpose (or the terms or conditions or any other facts relating thereto), any item of Proprietary Information (or the fact that Proprietary Information has been made available to the other party) or any discussions or negotiations taking place as referred to herein is now required by reasons of the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or similar requirements related to general disclosure. In the event either party determines in the future that such disclosure is required, no such disclosure shall be made unless and until such party consults with the other party regarding the necessity and form of any such disclosure, and provides the other party a reasonable opportunity to review the proposed disclosure and comment thereon. The obligations of this Section 3 with respect to any item of Proprietary Information shall survive any termination or expiration of this Agreement.

SECURITIES ISSUES. Restrictions on Securities Transactions. Each Party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

SECURITIES ISSUES. Hi-Rise has been advised that it is subject to de-listing by Nasdaq as a result of the failure to maintain a minimum bid price of $1.00. In addition, the issuance of the GECC Warrants could result in de-listing by Nasdaq. The Lenders agree that any de-listing of Hi-Rise from Nasdaq shall not constitute an Event of Default.

SECURITIES ISSUES. Warrantholder, intending that the Company rely upon the following representations and covenants of Warrantholder, which by execution of this Agreement, Warrantholder hereby confirms: 8.1 Accredited Investor. Warrantholder is familiar with the definition of "accredited investor" set forth in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Warrantholder is an accredited investor as so defined.

SECURITIES ISSUES. The parties expressly confirm and agree that no public disclosure with respect to the Company’s disclosure of Proprietary Information (or the terms or conditions or any other facts relating thereto), any item of Proprietary Information (or the fact that Proprietary Information has been made available to the Recipient) or any discussions or negotiations taking place as referred to herein is now required by reasons of the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or similar requirements related to general disclosure. In the event Recipient determines in the future that such disclosure is required, no such disclosure shall be made unless and until Recipient consults with Discloser regarding the necessity and form of any such disclosure, and provides Discloser a reasonable opportunity to review the proposed disclosure and comment thereon. The obligations of this Section 3 with respect to any item of Proprietary Information or with respect to any discussions or agreements between the parties shall survive any termination or expiration of this Agreement.

SECURITIES ISSUES. Seller shall be permitted to transfer the Shares pursuant to applicable securities laws, and all filings, notices and other actions required of Seller under the securities laws to effect the transfer shall have been completed by Seller at Seller's expense.