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▇▇▇▇▇ acknowledge that any certificate or certificates representing the Stock that are issued by Buyer will bear the following legend or a legend similar thereto: THE STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH STOCK HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. SUCH STOCK MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND COMPLIANCE WITH THE REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND/OR COMPLIANCE IS NOT REQUIRED; (F) Each of Seller, Kohl and B▇▇▇▇▇ has the requisite knowledge and experience in financial and business matters, including investments of this type, to be capable of evaluating the merits and risks of an investment in the Stock and of making an informed investment decision with respect thereto. Seller is able to: (i) bear the economic risk of its investment in the Stock; (ii) hold the Stock for an indefinite period of time; and (iii) afford a complete loss of its investment; (G) Seller has received from Buyer, and each of Kohl and B▇▇▇▇▇ has reviewed, recent reports filed by Buyer with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, recent press releases issued by Buyer and a Registration Statement on Form S-3 (the "Form S-3") recently filed by Buyer with the Commission pursuant to the 1933 Act (including, without limitation, the "Risk Factors" sections contained in Buyer's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 and the Form S-3) (such recent reports, press releases and the Form S-3 being hereinafter collectively referred to as the "Disclosure Documents"), and has reviewed such additional documentation and information and has conducted such research regarding Buyer as each such person has deemed prudent and necessary in connection with the acquisition of a portion of the Stock by Seller. Based upon such review and research, each such person believes that he or she is fully aware of the current condition (financial and otherwise) and prospects of Buyer. Seller, Kohl and B▇▇▇▇▇ have obtained sufficient information to evaluate the merits and risks of Seller's acquisition of the Stock and to make an informed investment decision; and (H) All documents, records and other information relating to Buyer that have been requested by Seller, Kohl and B▇▇▇▇▇ and that are considered by such persons to be material in making a decision to acquire the Stock, have been delivered or made available to them, and Seller's, Kohl's and B▇▇▇▇▇'▇ investment decision is based upon his or its own investigation and analysis and not the representations or inducements of Buyer or any party or parties acting on its behalf. Prior to the Closing date: (i) Seller shall deliver to each general and limited partner of Seller a copy of the Disclosure Documents delivered by Buyer to Seller; and (ii) Seller shall obtain and deliver to Buyer a Certificate from Seller and a Purchaser Representative Certificate in the respective forms attached hereto as Exhibit 9.9. Seller, Kohl and B▇▇▇▇▇ understand that Buyer will rely on the representations and warranties contained in this Section 9.9 and in the Certificates delivered to Buyer pursuant to the previous paragraph in connection with the issuance of the Stock. Seller shall obtain from Prior Owners, as a condition to Closing, similar statements and/or certificates as required by securities counsel for Buyer.
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SECURITIES ISSUES. Each of Seller, Kohl and B▇▇▇▇▇ The Lender hereby acknowledges that Buyer will be relying upon exemptions from and agrees that:
(a) no prospectus has been filed by the registration requirements Borrower with any of the Securities Act securities regulatory authorities of 1933, as amended (the "1933 Act"), and The Securities Act of 1957 of Texas (Canada or the "Texas Act") United States in connection with the issuance of the Stock to Seller. Each of SellerNote or the Bonus Shares, Kohl and B▇▇▇▇▇ further acknowledges that no securities commission or similar regulatory authority has reviewed or passed on the availability merits of the exemption under Note or the Texas Act Bonus Shares, and there is dependent upon a number of factors, including, without limitation: no government or other insurance covering the receipt by Seller of certain information regarding Buyer; whether Seller Note or the Bonus Shares;
(b) the Borrower is a "sophisticated investor" (as such term is used in distributing the rules promulgated under the Texas Act); Note and the imposition Bonus Shares in reliance on Seller of certain restrictions on exemptions from the resale or transfer prospectus and registration requirements of the Stock. In connection with establishing Securities Act and, as a result, the applicability of Lender is acquiring the above-mentioned Note and the Bonus Shares pursuant to such exemptions, each of Seller, Kohl and B▇▇▇▇▇ represents and warrants to, and agrees with, Buyer as follows:;
(Ac) The total value certain protections rights and remedies provided by the Securities Act, including statutory rights of the Stock rescission or damages, will not exceed twenty percent (20%) of Seller's net worth at be available to 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.Lender;
(Bd) The principals the Lender will notify the Borrower immediately 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 any change in any such evaluation.representation, warranty or other information relating to the Lender set forth herein which takes place prior to the Closing Date;
(Ce) The Stock is being acquired the securities issued by Seller for its own account for purposes the Borrower to the Lender pursuant to this Agreement will be subject to a four month hold period running from the date of investment and not "with a view to" distribution, which hold period will restrict the "distribution" thereof, as Lender's ability to resell or otherwise transfer such terms are used in the 1933 Actsecurities, and the rules and regulations thereundercertificates or other documents representing such securities may bear legends describing such hold period;
(Df) Seller acknowledges the Lender has been advised to consult its own legal advisers with respect to the resale restrictions applicable to any securities the Lender may acquire pursuant to this Agreement, and 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 Lender is solely responsible for complying 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, restrictions (and the resale limitations imposed thereby and Borrower is not, in any manner, responsible for ensuring compliance by the 1933 ActLender with such restrictions);
(Eg) SellerBull, Kohl and BHousser & ▇▇▇▇▇ acknowledge that any certificate or certificates representing the Stock that are issued by Buyer will bear the following legend or a legend similar thereto: THE STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH STOCK HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. SUCH STOCK MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND COMPLIANCE WITH THE REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND/OR COMPLIANCE IS NOT REQUIRED;
(F) Each of Seller, Kohl and B▇▇▇▇▇ has acted as legal counsel to the requisite knowledge Borrower in connection with this Agreement and experience in financial and business matters, including investments of this type, to be capable of evaluating has not acted for the merits and risks of an investment in the Stock and of making an informed investment decision with respect thereto. Seller is able to: (i) bear the economic risk of its investment in the Stock; (ii) hold the Stock for an indefinite period of time; and (iii) afford a complete loss of its investment;
(G) Seller has received from BuyerLender, and each of Kohl and Bthe Lender is, in no way, relying on any advice sought from or given by Bull, Housser & ▇▇▇▇▇▇ has reviewed, recent reports filed by Buyer in connection with this Agreement; and
(h) the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, recent press releases issued by Buyer and a Registration Statement on Form S-3 (the "Form S-3") recently filed by Buyer with the Commission pursuant to the 1933 Act (including, without limitation, the "Risk Factors" sections contained in Buyer's Annual Report on Form 10-KSB Lender is responsible for the fiscal year ended December 31, 1998 and the Form S-3) (obtaining such recent reports, press releases and the Form S-3 being hereinafter collectively referred to legal advice as the "Disclosure Documents"), and has reviewed such additional documentation and information and has conducted such research regarding Buyer as each such person has deemed prudent and necessary Lender considers appropriate in connection with the acquisition execution, delivery and performance by the Lender of a portion of this Agreement and the Stock by Seller. Based upon such review and research, each such person believes that he or she is fully aware of the current condition (financial and otherwise) and prospects of Buyer. Seller, Kohl and B▇▇▇▇▇ have obtained sufficient information to evaluate the merits and risks of Seller's acquisition of the Stock and to make an informed investment decision; and
(H) All documents, records and other information relating to Buyer that have been requested by Seller, Kohl and B▇▇▇▇▇ and that are considered by such persons to be material in making a decision to acquire the Stock, have been delivered or made available to them, and Seller's, Kohl's and B▇▇▇▇▇'▇ investment decision is based upon his or its own investigation and analysis and not the representations or inducements of Buyer or any party or parties acting on its behalf. Prior to the Closing date: (i) Seller shall deliver to each general and limited partner of Seller a copy of the Disclosure Documents delivered by Buyer to Seller; and (ii) Seller shall obtain and deliver to Buyer a Certificate from Seller and a Purchaser Representative Certificate in the respective forms attached hereto as Exhibit 9.9. Seller, Kohl and B▇▇▇▇▇ understand that Buyer will rely on the representations and warranties contained in this Section 9.9 and in the Certificates delivered to Buyer pursuant to the previous paragraph in connection with the issuance of the Stock. Seller shall obtain from Prior Owners, as a condition to Closing, similar statements and/or certificates as required by securities counsel for Buyertransactions contemplated hereby.
Appears in 1 contract
Sources: Loan Consolidation Agreement (Consolidated Envirowaste Industries Inc)
SECURITIES ISSUES. Each of Seller, Kohl and B▇▇▇▇▇ Seller hereby acknowledges that Buyer Purchaser will be relying upon exemptions from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and The the Colorado Securities Act and The Illinois Securities Law of 1957 of Texas 1953 (collectively, the "Texas ActLocal Acts") in connection with the issuance of the Closing Stock and/or the Additional Stock (collectively, 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▇▇▇▇▇ Seller represents and warrants to, and agrees with, Buyer Purchaser 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.
(Ca) The Stock is being acquired by Seller for his, her or its own account for purposes of investment and not "with a view to" the "distribution" thereof, as such those terms are used in the 1933 Act, Act and the rules and regulations thereunder;.
(Db) Seller understands and acknowledges that the Stock constitutes "restricted securities" under federal and state securities laws insofar as it the Stock has not been registered under the 1933 Act or the securities laws of any other jurisdiction, that it the Stock 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 of any state or other jurisdiction or an opinion of counsel that an exemption from such registration and qualification requirements is available. Each of Seller, Kohl and B▇▇▇▇▇ Seller 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;.
(Ec) Seller, Kohl and B▇▇▇▇▇ acknowledge Seller understands that any certificate or certificates representing the Stock that are issued by Buyer Purchaser will bear the following legend or a legend similar thereto: THE STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH STOCK HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF. SUCH STOCK MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND COMPLIANCE WITH THE REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND/OR COMPLIANCE IS NOT REQUIRED;.
(Fd) Each of Seller, Kohl and B▇▇▇▇▇ Seller has the requisite knowledge and experience in financial and business matters, including investments of this type, to be capable of evaluating the merits and risks of an investment in the Stock and of making an informed investment decision with respect thereto. Seller is able to: to (i) bear the economic risk of his, her or its investment in the Stock; , (ii) hold the Stock for an indefinite period of time; , and (iii) afford a complete loss of his, her or its investment;.
(Ge) Seller has received from Buyerobtained sufficient information to evaluate the merits and risks of his, her or its acquisition of the Stock and each of Kohl and B▇▇▇▇▇ to make an informed investment decision. Seller has reviewed, reviewed the recent reports filed by Buyer Purchaser with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, as well as recent press releases issued by Buyer Purchaser, and a Registration Statement on Form S-3 has reviewed such additional documentation and information and has conducted such research regarding Purchaser as Seller has deemed prudent and necessary in connection with the issuance of the Stock to Seller. Based upon such review and research, Seller believes that he, she or it is fully aware of the current condition (the "Form S-3"financial and otherwise) recently and prospects of Purchaser. Seller acknowledges receipt from Purchaser of copies of certain periodic and other reports filed by Buyer Purchaser with the Securities and Exchange Commission pursuant to the 1933 Act (since January 1, 2000, including, without limitation, the "Risk Factors" sections contained in BuyerPurchaser's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 and the Form S-3) (such recent reports, press releases and the Form S-3 being hereinafter collectively referred to as the "Disclosure Documents")1999, and has reviewed such additional documentation and information and has conducted such research regarding Buyer as each such person has deemed prudent and necessary in connection with Purchaser's Quarterly Report on Form 10-QSB for the acquisition of a portion of the Stock by Seller. Based upon such review and researchthree-month period ended March 31, each such person believes that he or she is fully aware of the current condition (financial and otherwise) and prospects of Buyer. Seller, Kohl and B▇▇▇▇▇ have obtained sufficient information to evaluate the merits and risks of Seller's acquisition of the Stock and to make an informed investment decision; and2000.
(Hf) All documents, records and other information relating to Buyer the Purchaser that have been requested by Seller, Kohl and B▇▇▇▇▇ the undersigned and that are considered by such persons the undersigned to be material in making a decision to acquire enter into the Stocktransactions contemplated by this Agreement (including, without limitation, the receipt by Seller of the Stock as a portion of the consideration payable by Purchaser pursuant hereto) have been delivered or made available to themhim, her or it, and Seller's, Kohl's and B▇▇▇▇▇'▇ investment decision is based upon his his, her or its own investigation and analysis and not the representations or inducements of Buyer Purchaser or any party or parties acting on its behalf. Prior to the Closing date: .
(ig) Seller shall deliver to each general and limited partner of Seller a copy of the Disclosure Documents delivered by Buyer to Seller; and (ii) Seller shall obtain and deliver to Buyer a Certificate from Seller and a understands that Purchaser Representative Certificate in the respective forms attached hereto as Exhibit 9.9. Seller, Kohl and B▇▇▇▇▇ understand that Buyer will rely on the representations and warranties contained in this Section 9.9 and in the Certificates delivered to Buyer pursuant to the previous paragraph 12.8 in connection with the issuance of the StockStock to the Seller. Purchaser represents and warrants to, and agrees with, Seller shall obtain from Prior Ownersand the Shareholders as follows:
(a) None of the Reports filed by Purchaser with the Securities and Exchange Commission ("SEC") contains any misstatement of material fact and none of said Reports omits any information necessary to make the included information not materially misleading; and
(b) Purchaser agrees to make available to Seller and the Shareholders, as a condition to Closing, similar statements and/or certificates as at all times hereafter and when required by securities counsel for Buyerapplicable SEC rules, adequate current public information with respect to the Purchaser within the meaning of Rule 144 (c) of the 1933 Act.
Appears in 1 contract