Securities Representations. (a) Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock. (b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions. (c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock. (d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction. (e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions. (f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure. (g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock. (h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 5 contracts
Sources: Stock Repurchase Agreement (Natural Health Trends Corp), Stock Repurchase Agreement (Natural Health Trends Corp), Stock Repurchase Agreement (Natural Health Trends Corp)
Securities Representations. (a) Seller is aware The Holder hereby represents and warrants to OBJ and MGG as follows:
a. The Holder understands that the Option as amended and the OBJ Option Shares issuable upon exercise of the Company’s business affairs Option have not been approved or disapproved by the U.S. Securities and financial condition Exchange Commission or any state securities agency or any securities commission and has acquired sufficient information about the Company to evaluate Option and the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D OBJ Option Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”)) or the applicable securities laws of any state of the United States and may not be offered or sold absent such registration or an exemption from such registration requirements.
b. The Holder is acquiring the Option as amended and any OBJ Option Shares for investment purposes, only for his own account and Seller not with a view to, or for, resale in connection with any distribution of the Option or the OBJ Option Shares within the meaning of the Securities Act; the Holder understands the legal consequences of the foregoing representations and warranties to mean that the Holder must bear the economic risk of the investment for an indefinite period of time.
c. The Holder acknowledges that it has not relied upon OBJ or MGG or their respective counsels for legal, financial or tax advice. The Holder understands that this Amendment may have tax consequences to the Holder that are not described in this Amendment and the Holder is responsible to seeking his own tax advice in relation to this Amendment.
d. The Holder’s financial position enables Holder to bear the risks of this investment and the Holder either (check one): o either alone or with his purchaser representatives has such knowledge and experience in financial and business matters as to be that he is capable of evaluating the risks of sale of Seller Stock, merits and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions prospective investment in the Option as amended and the OBJ Shares; OR o is voluntarily assuming all risks associated with an “accredited investor” as defined in Rule 501(a) of Regulation D under the sale of Seller StockSecurities Act.
e. The Holder has not received this Amendment to the Option to offer OBJ Shares as a result of any form of general solicitation or general advertising (das those terms are used in Rule 502 of Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or as a result of any public offering within the meaning of Section 4(a)(2) Seller of the Securities Act.
f. The Holder understands and agrees that this Amendment to the Option to offer OBJ Shares upon exercise of the Option is being made pursuant to an exemption from the registration requirements under the Section 4(a)(2) of the Securities Act and pursuant to similar exemptions under applicable state securities laws.
g. The Holder acknowledges receiving that exercise of the reports Option as amended is subject to the securities law restrictions set forth in Section 8 of the Option Agreement.
h. The Holder will execute and deliver within the applicable time periods all documentation as may be required by applicable federal or state securities laws to permit the acquisition of the Option as amended and the OBJ Option Shares on the terms set forth herein and, if required by applicable federal or state securities laws or stock exchange rules, it will execute, deliver and file or assist OBJ in obtaining and filing such reports, undertakings, and other documents filed relating to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management receipt of the Company Option as amended and the opportunity to review any and all information and financial data issuance of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed OBJ Option Shares by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except it as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transactionrequired by any applicable federal or state securities laws, securities commissions, stock exchange or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosureother regulatory authority.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 3 contracts
Sources: Membership Interest Option Agreement (Watson Paul C.), Membership Interest Option Agreement (Miller Daniel S.), Membership Interest Option Agreement (Hammett Daniel J)
Securities Representations. (a) Such Seller is aware an Accredited Investor. Such Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is interpreted for purposes of Section 2(11) of the Company’s business affairs Securities Act) thereof. Such Seller understands that the Clearwire Stock has not been registered under the Securities Act as of the Effective Date and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Such Seller is knowledgeable and has acquired sufficient information about experienced in the Company to evaluate telecommunications industry and in investments in telecommunications enterprises, and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock. Such Seller has received the Disclosure Memorandum from Purchaser in sufficient time prior to entering into this Agreement. Such Seller and its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities, and have had what such Seller considers to be reasonable access to information about Clearwire. Such Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that such Seller has requested. Such Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Such Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Such Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Each Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement and the Company. Seller has experience Disclosure Memorandum and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockas contemplated by Section 3.21(b).
(d) Such Seller is aware that the shares of Clearwire Stock issued in connection with this Agreement will be "restricted securities" within the meaning of Rule 144(a)(3)(i) and 144(a)(3)(ii) and that such shares may be resold or otherwise transferred pursuant to an effective registration statement under the Securities Act or an exemption from such registration. Such Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management that all certificates representing shares of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionClearwire Stock issued in this transaction will bear a legend reflecting such status.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the CompanyFor purposes of application of state securities law, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. such Seller is not relying a resident of the state or foreign country indicated opposite his or her name on any disclosure (or non-disclosure) made (or not made) by Section 3.4 of the Company or any other Company Related Person in connection with the TransactionsDisclosure Schedule.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with With respect to any Seller who is not a resident of the United States, such non-disclosure.Seller makes the following representations, warranties and covenants:
(gi) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) such Seller is relying on this Agreement to engage not a "U.S." person (as defined in Regulation S) and is not acquiring the Transactions and would not engage in Clearwire Stock for the Transactions in the absence account or benefit of this Agreement.any U.S. person;
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Clearwire Corp), Membership Interest Purchase Agreement (Clearwire Corp)
Securities Representations. (a) Each Seller is aware represents and warrants to Unity Wireless for himself or itself that
(i) the Transaction Consideration will be acquired by such Seller for investment solely for the Seller’s own account and not with a view to or for the resale or distribution thereof.
(ii) Such Seller has reviewed the risk factors for Unity Wireless that are set forth in its SEC filings.
(iii) Such Seller understands that the Seller may sell or otherwise transfer the Transaction Consideration only if Seller shall have received the opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to Unity Wireless, to the effect that such sale or other transfer may be made under Rule 144 and subject to the Lockup set forth in Section 7. The Seller agrees to the imprinting of the Company’s business affairs and financial condition and following legend on certificates representing the Transaction Consideration issued or issuable to it: "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, DIRECTLY OR INDIRECTLY, WITHOUT A REGISTRATION STATEMENT IN EFFECT OR AN EXEMPTION FROM REGISTRATION."
(iv) Such Seller realizes that the Transaction Consideration is not a liquid investment.
(v) Such Seller has acquired sufficient information about not relied upon the Company to evaluate advice of a “Purchaser Representative” (as defined in Regulation D of the Act) in evaluating the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) investment in the merits and risks equity securities of the sale of Seller StockUnity Wireless, and that it has the knowledge and experience to evaluate Unity Wireless and the risks and merits relating thereto.
(bvi) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Such Seller is acting as principal for his own account in connection with the Transactions.
either (ci) Seller is an “accredited investor,” investor as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act or (ii) a person who is a non-United States person who is not and has not been a US citizen or US resident within the meaning of 1933, as amended (Regulation S of the “Securities Act”), and Seller has shall be such knowledge and experience in financial and business matters as on the date any securities are issued to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. holder.
(vii) Such Seller is able to bear the economic risks risk of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to losing Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage entire investment in the Transactions Transaction Consideration and would not engage understands that an investment in the Transactions in the absence of this AgreementUnity Wireless involves substantial risks.
Appears in 2 contracts
Sources: Purchase Agreement (Unity Wireless Corp), Purchase Agreement (Unity Wireless Corp)
Securities Representations. (a) Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and The Seller has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of sale the acquisition of Seller StockInnuity Stock and, by reason of the Seller's financial and business experience, has carefully evaluated the same without reliance upon capacity to protect the Company. Seller has experience and familiarity Seller's interests in connection with the market in which the Common Stock is tradedacquisition of Innuity Stock. The Seller is financially able to bear the economic risks risk of the Transactions and is voluntarily assuming all risks associated with acquisition of Innuity Stock contemplated by this Agreement, including the sale total loss thereof. The Seller was not organized for the specific purpose of Seller acquiring the Innuity Stock.
(db) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and The Seller has had received and reviewed all information it considers necessary or appropriate for deciding whether to acquire the opportunity to discuss Innuity Stock for the Company’s business, operations, prospects, management and financial affairs with the management account of the Company and the opportunity to review any and all information and financial data of the CompanySeller. The Seller further acknowledges represents that he it has had an opportunity to ask questions and receive answers from the Buyer and its officers and employees regarding the terms and conditions of management purchase of the CompanyInnuity Stock and regarding the business, financial affairs and other aspects of the Buyer and has further had the opportunity to obtain any information (to the extent the Buyer possesses or can acquire such information without unreasonable effort or expense) which questions were answered the Seller deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to the Seller’s satisfaction.
(c) The Seller acknowledges that the Innuity Stock has not been registered under the Securities Act, or qualified under applicable blue sky laws or any other applicable blue sky laws in reliance, in part, on the representations and warranties herein. The Innuity Stock is being acquired by the Seller for investment purposes for the Seller's own account only and not for sale or with a view to distribution of all or any part of the Innuity Stock.
(d) The Seller understands that unless the shares of Innuity Stock become registered under the Securities Act pursuant to the Registration Rights Agreement, the shares of Innuity Stock are "restricted securities" under the federal securities laws in that such securities will be acquired from the Buyer in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold only upon registration or without registration under the Act only in certain limited circumstances in each case in compliance with applicable securities laws and that otherwise such securities must be held indefinitely. The Seller understands that each certificate representing Innuity Stock will bear a transfer restriction substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
(e) The Seller acknowledges understands that unless the Company shares of Innuity Stock become registered under the Securities Act pursuant to the Registration Rights Agreement, the shares of Innuity Stock, and its affiliates have any securities issued as a dividend or may have nonpublic information concerning otherwise distributed thereon, will not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of (each a "TRANSFER") except upon the Company or conditions specified in this Agreement, which conditions are intended to insure compliance with the Common Stock that has not been disclosed provisions of the Securities Act. The Seller will observe and comply with the Securities Act and the rules and regulations promulgated by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees Securities and Exchange Commission thereunder as no in effect or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company hereafter enacted or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person promulgated in connection with any Transfer of shares of Innuity Stock beneficially owned by the TransactionsSeller of the Selling Members If the shares of the Innuity Stock become registered, any Transfers of such shares will be governed by the terms and conditions of Securities Exchange Act, the registration statement for such shares and the Registration Rights Agreement.
(f) Seller acknowledges that any nonpublic information No shares of Innuity Stock acquired pursuant to this Agreement may be indicative transferred except (i) upon written notice to the Buyer prior to any Transfer and (ii) if accompanied by the written opinion of counsel to the Buyer stating that in the opinion of such counsel such proposed Transfer does not involve a value transaction requiring registration or qualification of such shares of Innuity Stock under the Securities Act or the securities or "blue-sky" laws of any relevant state of the United States. The Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, understands and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not Buyer, at its discretion, may cause stop transfer orders to be obligated to disclose any nonpublic information it may have, or have liability placed with its transfer agent with respect to certificates for the Innuity Stock in the event of a proposed Transfer in violation or breach of this Agreement or that is or may otherwise be unlawful. Notwithstanding the foregoing, the Buyer will not prohibit the Transfer of Innuity Stock to the extent that such nona Transfer is in compliance with (a) the Securities Act (including Rule 144 promulgated under the Securities Act), the Securities Exchange Act and any applicable state securities or "blue-disclosuresky" laws, and (b) if the shares of Innuity Stock are registered, the applicable registration statement and the Registration Rights Agreement.
(g) The Seller acknowledges that public disclosure has read and reviewed all of this Agreement the Buyer's registrations, reports, proxy statements, schedules, forms, statements and other documents filed with the SEC under either of the Act or the Transactions may itself materially impact Securities Exchange Act, since September 30, 2006 (the perceived value of the Common Stock"BUYER SEC DOCUMENTS").
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Innuity, Inc. /Ut/), Asset Purchase Agreement (Innuity, Inc. /Ut/)
Securities Representations. (a) Seller Each Shareholder is aware of familiar with the Company’s business affairs term "accredited investor" and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account its use in connection with the Transactions.
(c) Seller private placements of securities under applicable U.S. federal and state laws. Each Shareholder represents and warrants that such Shareholder is an “accredited investor,” investor as such term is defined in Regulation D Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities "Act”").
(b) Each Shareholder (i) is aware of the Buyer's business affairs and financial condition, has reviewed the most recent current, quarterly, and Seller annual reports of Buyer filed with the SEC pursuant to the requirements of the Securities Exchange Act of 1934 Act, as amended (the "Exchange Act"); and (ii) has acquired sufficient information about Buyer to reach an informed and knowledgeable decision to acquire the Stock. Each Shareholder has such knowledge and experience in financial and business matters as to be make such Shareholder capable of evaluating utilizing said information to evaluate the risks of sale the prospective investment and to make an informed investment decision. Each Shareholder has been furnished with all information which such Shareholder deems necessary to evaluate the merits and risks of Seller the purchase of the Stock, and such Shareholder has carefully evaluated had the same without reliance upon opportunity to ask questions and receive answers concerning the CompanyStock and Buyer from the officers and directors of Buyer, and to obtain any additional information concerning the Stock or Buyer necessary to verify the accuracy of the information furnished or made available to such Shareholder in connection herewith. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller Each Shareholder is able to bear the economic risks risk of such Shareholder's investment in the Stock. Each Shareholder is purchasing the Stock for investment for his or her own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Transactions and is voluntarily assuming all risks associated with Act.
(c) Each Shareholder understands that the sale Stock has not been registered under the Act by reason of Seller Stocka specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of such Shareholder's investment intent as expressed herein.
(d) Seller acknowledges receiving Each Shareholder understands that the reports Stock is a "restricted security" under applicable U.S. federal and other documents filed state securities laws and that, pursuant to date these laws, each Shareholder must hold the Stock indefinitely unless and until the Stock is registered (as required by the Company Section 2.2.2 hereof) with the Securities SEC and Exchange Commission qualified by state authorities or an exemption from such registration and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Companyqualification requirements is available. Seller Each Shareholder further acknowledges that he has had if an opportunity exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Stock, and requirements relating to ask questions of management Buyer which are outside of the CompanyShareholder's control and which the Buyer is under no obligation to, which questions were answered to Seller’s satisfactionand may not be able to, satisfy.
(e) Seller acknowledges Each Shareholder understands that such Shareholder may suffer adverse tax consequences as a result of such Shareholder's purchase or disposition of the Company Stock. Each Shareholder represents that such Shareholder has consulted any tax consultants such Shareholder deems advisable in connection with the purchase or disposition of the Stock and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller such Shareholder is not relying on Buyer for any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactionstax advice.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Xedar Corp), Stock Purchase Agreement (Xedar Corp)
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock has not been registered under the Securities Act and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and has acquired sufficient information about experienced in the Company to evaluate telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock, and to reach making an informed decision with respect thereto. Seller has received the Disclosure Memorandum from Purchaser in sufficient time to review and knowledgeable decision analyze its contents prior to sell the execution of this Agreement. Seller Stockand its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. As a resultSeller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, Seller is capable analysis and investigation with respect to Clearwire and its business at the time of evaluating (either by Seller or through Seller’s representatives) the merits entering into this Agreement and risks has agreed to enter into this Agreement and accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser and Clearwire set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement and the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockDisclosure Memorandum.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data jurisdiction of the Company. Seller further acknowledges that he has had an opportunity to ask questions District of management of the Company, which questions were answered to Seller’s satisfactionColumbia.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Sources: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Securities Representations. (aA) Seller is aware of Buyer understands that the Purchase Securities are not registered under the Securities Act, or applicable state securities laws, and are being issued pursuant to exemptions from such laws, and that each Seller’s and the Company’s business affairs reliance upon such exemptions is predicated in part on the Buyer’s representations contained herein. Buyer acknowledges that Sellers and financial condition and has acquired sufficient information about the Company to evaluate are relying in part upon Buyer’s representations and warranties contained herein for the risks and merits purpose of qualifying the issuance of the Transactions Purchase Securities for applicable exemptions from registration or qualification pursuant to federal or state securities laws, rules and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stockregulations.
(bB) Seller has made his own investment analysis and decision to sell Seller Stock and has had Buyer realizes that (1) the opportunity to conduct his own investigation to Purchase Securities have not been registered under the extent Seller has deemed it necessary and desirable andSecurities Act, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D are characterized under the Securities Act of 1933as “restricted securities” and, as amended (therefore, cannot be sold or transferred unless subsequently registered under the “Securities Act”)Act or an exemption from such registration is available, and Seller (2) there is presently no public market for the Purchase Securities and Buyer would most likely not be able to liquidate its investment in the event of an emergency or to pledge the Purchase Securities as collateral security for loans.
(C) Buyer is acquiring the Purchase Securities for its own accounts and not with a view to or for sale in connection with any distribution or resale thereof and does not presently have any contract, agreement or arrangement with any Person to sell or transfer such Securities.
(D) Buyer, either alone or with the assistance of professional advisors, is a sophisticated investor, can fend for itself in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters as to be capable of evaluating that Buyer can evaluate the risks of sale of Seller Stock, merits and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with prospective investment in the sale of Seller StockPurchase Securities.
(dE) Seller acknowledges receiving Except for the reports representations specifically set forth in this Agreement by Sellers and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges Buyer Parties acknowledge that the Company and its affiliates have no officer or may have nonpublic information concerning the Company other representative of Sellers or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees other person or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) entity has made any representations of any kind or nature to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company induce Buyer Parties to enter into this Agreement or any other Company Related Person Transaction Document and that Buyer Parties are relying solely on the representations in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement (Red White & Bloom Brands Inc.)
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock has not been registered under the Securities Act and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and has acquired sufficient information about experienced in the Company to evaluate telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock, and to reach making an informed decision with respect thereto. Seller has received the Disclosure Memorandum from Purchaser in sufficient time to review and knowledgeable decision analyze its contents prior to sell the execution of this Agreement. Seller Stockand its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. As a resultSeller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, Seller is capable analysis and investigation with respect to Clearwire and its business at the time of evaluating (either by Seller or through Seller’s representatives) the merits entering into this Agreement and risks has agreed to enter into this Agreement and accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser and Clearwire set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set form in this Agreement and the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockDisclosure Memorandum.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data jurisdiction of the Company. Seller further acknowledges that he has had an opportunity to ask questions State of management of the Company, which questions were answered to Seller’s satisfactionFlorida.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 2 contracts
Sources: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Securities Representations. (a) Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission (the “SEC”) and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he is a director of the Company and, in such capacity, has been provided with certain material nonpublic information concerning the Company and the Common Stock, and Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth hereinin Section 3 hereof. Seller acknowledges that the information disclosed to him by the Company or any Company Related Person concerning the Company and the Common Stock, some of which may be material nonpublic information, may not be fully complete or accurate, and that Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions, except for the representations set forth in Section 3 hereof.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Stock Repurchase Agreement (Natural Health Trends Corp)
Securities Representations. Such Contributing Stockholder hereby acknowledges the following:
(a) Seller is aware (i) The Company Shares have not been registered under the Securities Act, nor qualified under the securities laws of the Company’s business affairs and financial condition and has acquired sufficient information about any other jurisdiction, (ii) the Company Shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) such Contributing Stockholder has no right to evaluate require such registration or qualification except as provided in the risks and merits of Registration Rights Agreement (or the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.agreement which it amends);
(b) Seller has made his The Company Shares to be acquired by the Contributing Stockholders pursuant to this Agreement will be acquired for such Contributing Stockholder’s own investment analysis account and decision to sell Seller Stock not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account Shares will not be disposed of in connection with contravention of the Transactions.Securities Act or any applicable state securities laws;
(c) Seller Each Contributing Stockholder is an “accredited investor,” as such term is defined in Regulation D Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and Seller . Each Contributing Stockholder has such substantial knowledge and experience in financial and business matters as to be capable matters, has specific experience making investment decisions of a similar nature, and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Company Shares and of evaluating the merits and risks of sale of Seller Stockan investment in the Company Shares;
(d) Each Contributing Stockholder has carefully reviewed and understands the risks of, and has carefully evaluated other considerations relating to, an investment in the same without reliance upon Company Shares;
(e) Each Contributing Stockholder understands that its investment in the CompanyCompany Shares is subject to significant economic risk, including the relative illiquidity resulting from the fact that the Company Shares (i) have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or they are sold pursuant to an exemption from such registration, and (ii) are subject to additional restrictions as provided herein. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller Such Contributing Stockholder is able to bear the such economic risks risk of the Transactions and is voluntarily assuming all risks associated with investment in the sale Company Shares for an indefinite period of Seller Stock.time;
(df) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he Each Contributing Stockholder has had an opportunity to ask questions of management and receive answers concerning the terms and conditions of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that offering of the Company Shares and its affiliates have or may have nonpublic has had full access to such other information concerning the Company or the Common Stock that as it has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.requested; and
(g) Seller acknowledges that public disclosure of this Agreement No Contributing Stockholder has received or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on upon any written offering literature or prospectus other than this Agreement to engage Agreement. Further, no Contributing Stockholder has received or is relying upon any oral representations which are in any manner inconsistent with the Transactions and would not engage written information contained in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. (a) Seller Each Finder represents and warrants that it is aware acquiring the Warrants solely for investment solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statement or as otherwise permitted under the Securities Act.
(b) Each Finder understands that it may sell or otherwise transfer the shares issuable on exercise of the Warrants only if such transaction is duly registered under the Securities Act, under the Registration Statement or otherwise, or if Finder shall have received the favorable opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to the Company’s business affairs , to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and financial condition registration or qualification in every applicable state. The certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Finder realizes that the Warrants are not a liquid investment.
(c) Neither Finder has acquired sufficient information about relied upon the Company to evaluate advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Each Finder has the Transactions knowledge and experience to reach an informed evaluate the Company and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the risks and merits and risks of the sale of Seller Stockrelating thereto.
(bd) Seller has made his own investment analysis Each Finder represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller such Finder is an “"accredited investor,” " as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller ; Finder acknowledges that Finder is able to bear the economic risks risk of losing Finder's entire investment in the Transactions shares and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by understands that an investment in the Company involves substantial risks; Finder has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the Securities Finder; and Exchange Commission and Seller Finder has invested in previous transactions involving restricted securities. Finder has had the opportunity to discuss the Company’s business, operations, prospects, management and financial 's affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction's officers.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Private Placement Purchase Agreement (Nexar Technologies Inc)
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock and the Warrant for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock and financial condition the Warrant have not been registered under the Securities Act and has acquired sufficient information about cannot be sold or otherwise transferred unless subsequently registered under the Company to evaluate Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of Clearwire Stock and the Warrant, and making an informed decision with respect thereto. Seller and its representatives have had sufficient opportunity to ask [*** Confidential Treatment Requested] questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed accept Clearwire Stock and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of Warrant as partial consideration for the sale of Seller Stock.
(b) Seller has made his own investment the Assets based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary representations and desirable and, notwithstanding the foregoing, has determined, warranties of Purchaser set forth in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsAgreement.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon the Company. Seller has experience and familiarity with the market or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockthis Agreement.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data State of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionMichigan.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Clearwire Corp)
Securities Representations. (a) Each Seller is aware represents and warrants to Unity Wireless for himself or itself that
(i) the Transaction Consideration will be acquired by such Seller for investment solely for the Seller’s own account and not with a view to or for the resale or distribution thereof.
(ii) Such Seller has reviewed the risk factors for Unity Wireless that are set forth in its SEC filings.
(iii) Such Seller understands that the Seller may sell or otherwise transfer the Transaction Consideration only if Seller shall have received the opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to Unity Wireless, to the effect that such sale or other transfer may be made under Rule 144 and subject to the Lockup set forth in Section 7. The Seller agrees to the imprinting of the Company’s business affairs and financial condition and following legend on certificates representing the Transaction Consideration issued or issuable to it: "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, DIRECTLY OR INDIRECTLY, WITHOUT A REGISTRATION STATEMENT IN EFFECT OR AN EXEMPTION FROM REGISTRATION."
(iv) Such Seller realizes that the Transaction Consideration is not a liquid investment.
(v) Such Seller has acquired sufficient information about not relied upon the Company to evaluate advice of a “Purchaser Representative” (as defined in Regulation D of the Act) in evaluating the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) investment in the merits and risks equity securities of the sale of Seller StockUnity Wireless, and that it has the knowledge and experience to evaluate Unity Wireless and the risks and merits relating thereto.
(bvii) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Such Seller is acting as principal for his own account in connection with the Transactions.
either (ci) Seller is an “accredited investor,” investor as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act or (ii) a person who is a non-United States person who is not and has not been a US citizen or US resident within the meaning of 1933, as amended (Regulation S of the “Securities Act”), and Seller has shall be such knowledge and experience in financial and business matters as on the date any securities are issued to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. holder.
(viii) Such Seller is able to bear the economic risks risk of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to losing Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage entire investment in the Transactions Transaction Consideration and would not engage understands that an investment in the Transactions in the absence of this AgreementUnity Wireless involves substantial risks.
Appears in 1 contract
Securities Representations. (a) Each Seller is aware acquiring the Second Lien Notes and Convertible Preferred Stock (the “Buyer Securities”) for such Seller’s own account and not with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Company’s business affairs Securities Act. In acquiring the Buyer Securities, such Seller is not offering or selling, and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits will not offer or sell, for itself in connection with any distribution of the Transactions Buyer Securities, and to reach such Seller does not have a participation in and will not participate in any such undertaking or in any underwriting of such an informed undertaking except in compliance with applicable federal and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stockstate securities laws.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Each Seller is an “accredited investor,” as such term is defined in under Regulation D promulgated under the Securities Act Act. Each Seller acknowledges that the Seller can bear the economic risk of 1933, as amended (the “Securities Act”)Seller’s investment in the Buyer Securities, and Seller has such knowledge and experience in financial and business matters as similar to be the transaction described herein such that the Seller is capable of evaluating the merits and risks of sale of an investment in the Buyer Securities.
(c) Each Seller Stockunderstands that such Buyer Securities have not been registered pursuant to the Securities Act or any applicable state securities laws, that the Buyer Securities, when issued, will be characterized as “restricted securities” under federal securities laws, and has carefully evaluated that under such laws and applicable regulations the same Buyer Securities cannot be sold or otherwise disposed of without reliance upon registration under the CompanySecurities Act or an exemption therefrom. Each Seller has experience and familiarity with the market in which the Common Stock is traded. represents that such Seller is able to bear familiar with Rule 144 promulgated under the economic risks Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act and that, should any certificate be issued representing any of the Transactions and is voluntarily assuming all risks associated with Buyer Securities, each such certificate shall conspicuously set forth on the sale of Seller Stockface or back thereof, in addition to any legends required by Law or other agreement, a legend to the effect set forth in Section 6.24.
(d) Each Seller represents and acknowledges receiving that Buyer is issuing the reports and other documents filed Buyer Securities pursuant to date by an exemption from the Company with registration requirements of the Securities and Exchange Commission and Act based on the representations provided by Sellers hereunder.
(e) Each Seller has received or has had full access to all the opportunity information it considers necessary or appropriate to discuss make an informed investment decision with respect to the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity Buyer Securities to review any and all information and financial data of the Companybe acquired by such Purchaser under this Agreement. Such Seller further acknowledges that he has had an opportunity to ask questions of management and receive answers from the Parent regarding the terms and conditions of the Companyissuance of the Buyer Securities and to obtain additional information (to the extent the Parent possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Seller or to which such Seller had access. The foregoing, which questions were answered however, does not in any way limit or modify the representations and warranties made by the Buyer Parties in Article V of this Agreement. Sellers acknowledge that, except as specifically provided in this Agreement, the Parent and Buyer make no representations or warranties, express or implied, as to Seller’s satisfactionthe condition (financial or otherwise), assets, liabilities, operations, business or prospects of Buyer or the Parent.”
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any Article V of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each TransactionAgreement is revised and amended to include the following new sections 5.8, or may be otherwise adverse to Seller, 5.9 and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.5.10 which read as follows:
Appears in 1 contract
Sources: Asset Purchase Agreement (Superior Well Services, INC)
Securities Representations. (a) Seller is aware For purposes of this Section, the shares of Common Stock of the Company’s business affairs and financial condition and has acquired sufficient information about Company shall be referred to as the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock"Securities."
(b) Seller has made his own investment analysis Each Selling Shareholder represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants for itself that it is in Seller’s best interests to sell Seller Stock to purchasing and has purchased the Company at this time. Seller is acting as principal Securities solely for his investment solely for its own account in connection and not with a view to or for the Transactionsresale or distribution there of except as permitted under a registration statement or under any exemption from registration which is available under the securities law.
(c) Seller Each Selling Shareholder understands that it may sell or otherwise transfer the Securities or the shares issuable on conversion of the Tranche B Loans only if such transaction is an “accredited investor,” as such term is defined in Regulation D registered under the Securities Act of 1933, as amended (amended, under the “Securities Act”)Registration Statement or otherwise, and Seller has such knowledge and experience in financial and business matters as or if the Company shall have received the favorable opinion of counsel to the Selling Shareholder, which opinion shall be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon reasonably satisfactory to counsel to the Company. Seller has experience and familiarity with , to the market effect that such sale or other transfer may be made in which the Common Stock is traded. Seller is able to bear absence of registration under the economic risks Securities Act of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock1933, as amended.
(d) Seller acknowledges receiving Each Selling Shareholder represents for itself that it understands that the reports and other documents filed Securities are not a liquid investment, that it is to date by bear the economic risk of losing its entire investment in the Securities, that an investment in the Company with the Securities and Exchange Commission and Seller involves substantial risks, that it has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and received all information it considers necessary or appropriate for the purpose of deciding whether to purchase the Securities, and financial data of the Company. Seller further acknowledges that he it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of management the investment in the Securities and the business, properties, prospects and financial condition of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges Each Selling Shareholder represents for itself that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that is has not been disclosed by relied upon the Company advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Such Selling Shareholder represents for itself that it has the knowledge and experience to Seller. Seller further acknowledges that neither evaluate the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” Securities and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactionsrisks and merits relating thereto.
(f) Seller acknowledges Each Selling Shareholder represents and warrants for itself that any nonpublic information may be indicative it is an "accredited investor" as such term is defined in Rule 501 of a value Regulation D promulgated under the Securities Act of Seller Stock 1933, as amended, that is different from it has the Purchase Price reflected in each Transaction, or may be otherwise adverse power and authority to Sellerenter into this Agreement, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company execution and delivery of, and performance under this Agreement shall not be obligated conflict with any rule, regulation, judgement or agreement applicable to disclose any nonpublic information it may have, or have liability with respect to such non-disclosurethe Selling Shareholder.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value Each of the Common Stock.
(h) Seller is relying on this Agreement to engage Foundation and Partnership represents and warrants that it has not been organized, reorganizes or recapitalized specifically for the purposes of investing in the Transactions and would not engage in the Transactions in the absence of this AgreementSecurities.
Appears in 1 contract
Sources: Partnership Agreement (Usci Inc)
Securities Representations. (a) The Seller is aware and each stockholder of the Company’s business affairs and financial condition and has acquired sufficient information about Seller are "accredited investors" within the Company to evaluate the risks and merits meaning of the Transactions and to reach an informed and knowledgeable decision to sell Seller StockSecurities Act. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks Each of the sale of Seller Stock.
(b) Seller and each stockholder has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be such that it is capable of evaluating the risks of sale of Seller Stock, merits and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions investment in the Shares issued to the Seller by the Buyer pursuant to this Agreement and is voluntarily assuming all financially able to undertake the risks associated with involved in such an investment. The Seller and the sale Stockholder further understand that (i) the Shares have not been registered under the Securities Act, or any state securities law by reason of Seller Stocktheir issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D promulgated thereunder and an exemption under the applicable state securities law, (ii) such Shares must be held indefinitely unless a registration statement covering the resale of such shares is effective under the Securities Act and such state law or unless an exemption from registration under the Securities Act and such state law is available and (iii) the Shares will bear a legend to the foregoing effect.
(db) The Buyer has provided the Seller acknowledges receiving and Stockholder with copies of the annual report and quarterly reports to stockholders, proxy statements and other documents filed to date by the Company with all filing under the Securities Exchange Act of 1934, as amended, published or filed during the past two fiscal years by SatCon Technology Corporation. The Buyer has granted the Seller and Exchange Commission the Stockholder and their attorneys or other representatives access to all other information about the Buyer and SatCon Technology Corporation which the Seller has and the Stockholder have requested; and the Seller and its attorneys or other representatives have had the opportunity to discuss the Company’s businessask questions of, operationsand receive answers from, prospects, management and financial affairs with the management representatives of the Company Buyer and SatCon Technology Corporation concerning such information and the opportunity to review any Buyer's and all information SatCon Technology Corporation's financial condition and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionprospects.
(ec) The principal office of the Seller acknowledges that and the Company and its affiliates have or may have nonpublic information concerning place at which the Company or the Common Stock that has not been disclosed decision by the Company Seller and the Stockholder to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person participate in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or and the Transactions may itself materially impact transactions contemplated hereby was made is located at the perceived value of address appearing next to the Common StockSeller's and the Stockholders' names in Section 10 hereof.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. Such Contributing Stockholder hereby acknowledges the following:
(a) Seller is aware The Company Shares have not been registered under the Securities Act, nor qualified under the securities laws of the Company’s business affairs and financial condition and has acquired sufficient information about any other jurisdiction, (ii) the Company Shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) such Contributing Stockholder has no right to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller require such registration or through Seller’s representatives) the merits and risks of the sale of Seller Stock.qualification;
(b) Seller has made his The Company Shares to be acquired by the Contributing Stockholders pursuant to this Agreement will be acquired for such Contributing Stockholder’s own investment analysis account and decision to sell Seller Stock not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account Shares will not be disposed of in connection with contravention of the Transactions.Securities Act or any applicable state securities laws;
(c) Seller Each Contributing Stockholder is an “accredited investor,” as such term is defined in Regulation D Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and Seller . Each Contributing Stockholder has such substantial knowledge and experience in financial and business matters as to be capable matters, has specific experience making investment decisions of a similar nature, and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Company Shares and of evaluating the merits and risks of sale of Seller Stockan investment in the Company Shares;
(d) Each Contributing Stockholder has carefully reviewed and understands the risks of, and has carefully evaluated other considerations relating to, an investment in the same without reliance upon Company Shares;
(e) Each Contributing Stockholder understands that its investment in the CompanyCompany Shares is subject to significant economic risk, including the relative illiquidity resulting from the fact that the Company Shares (i) have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or they are sold pursuant to an exemption from such registration, and (ii) are subject to additional restrictions as provided herein. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller Such Contributing Stockholder is able to bear the such economic risks risk of the Transactions and is voluntarily assuming all risks associated with investment in the sale Company Shares for an indefinite period of Seller Stock.time;
(df) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he Each Contributing Stockholder has had an opportunity to ask questions of management and receive answers concerning the terms and conditions of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that offering of the Company Shares and its affiliates have or may have nonpublic has had full access to such other information concerning the Company or the Common Stock that as it has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.requested; and
(g) Seller acknowledges that public disclosure of this Agreement No Contributing Stockholder has received or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on upon any written offering literature or prospectus other than this Agreement to engage Agreement. Further, no Contributing Stockholder has received or is relying upon any oral representations which are in any manner inconsistent with the Transactions and would not engage written information contained in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Stock Contribution Agreement (Palisade Capital Management LLC/Nj)
Securities Representations. (a) The Seller is aware and the Stockholder or "accredited investors" within the meaning of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits Securities Act. Each of the Transactions Seller and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller Stockholder has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be such that it is capable of evaluating the merits and risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market investment in which the Common Stock issued to the Seller in the name of the Stockholder by the Buyer pursuant to this Agreement and is traded. Seller is financially able to bear undertake the economic risks involved in such an investment. The Seller and the Stockholder further understands that (i) the shares of Common Stock issued pursuant to this Agreement have not been registered under the Securities Act, or any state securities law by reason of their issuance in a transaction exempt from the registration requirements of the Transactions Securities Act pursuant to Section 4(2) and Regulation D promulgated thereunder and an exemption under the applicable state securities law and (ii) such shares must be held indefinitely unless a registration statement covering the resale of such shares is voluntarily assuming all risks associated with effective under the sale of Seller StockSecurities Act and such state law or unless an exemption from registration under the Securities Act and such state law is available.
(db) The Buyer has granted the Seller acknowledges receiving and the reports Stockholder and their attorneys or other documents filed representatives access to date by all information about the Company with Buyer which the Securities Seller and Exchange Commission the Stockholder have requested; and the Seller has and its attorneys or other representatives have had the opportunity to discuss the Company’s businessask questions of, operationsand receive answers from, prospects, management and financial affairs with the management representatives of the Company Buyer concerning such information and the opportunity to review any Buyer's financial condition and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionprospects.
(ec) The principal office of the Seller acknowledges that and the Company and its affiliates have or may have nonpublic information concerning place at which the Company or the Common Stock that has not been disclosed decision by the Company Seller and the Stockholder to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person participate in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or and the Transactions may itself materially impact transactions contemplated hereby was made is located at the perceived value of address appearing next to the Common StockSeller's and the Stockholders' names in Section 10 hereof.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. References to a Seller in this Section 3.24 only shall be deemed to refer only to those Sellers who elect to receive Clearwire Stock as permitted in Section 2.3(c):
(a) Each Seller is aware an Accredited Investor. Each Seller is acquiring the Clearwire Stock for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Each Seller understands that the Clearwire Stock has not been registered under the Securities Act and financial condition cannot be sold or otherwise transferred unless subsequently registered under the Securities Act or an exemption from such registration is available.
(b) Each Seller is knowledgeable and has acquired sufficient information about the Company to evaluate capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of shares of Clearwire Stock, and making an informed decision with respect thereto. Each Seller has received the Disclosure Memorandum from Purchaser in sufficient time to the review and analyze its contents prior to its election to receive Clearwire Stock at the Closing. Each Seller and its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Each Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that such Seller has requested. Each Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks accept Clearwire Stock as partial payment of the sale of Seller Stock.
(b) Seller has made his own investment Purchase Price based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to representations and warranties of Purchaser set forth in this Agreement and the extent Seller has deemed it necessary and desirable and, notwithstanding information contained in the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsDisclosure Memorandum.
(c) Each Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Each Seller has such knowledge further acknowledges that the value of Clearwire's respective assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Each Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in this Agreement and the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockDisclosure Memorandum.
(d) For purposes of application of state securities law, each Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to state indicated below such Seller’s satisfaction's signature.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. (a) Seller is aware an Accredited Investor. Seller is acquiring the Clearwire Stock and the Warrant for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Company’s business affairs Securities Act) thereof. Seller understands that the Clearwire Stock and financial condition the Warrant have not been registered under the Securities Act and has acquired sufficient information about cannot be sold or otherwise transferred unless subsequently registered under the Company to evaluate Securities Act or an exemption from such registration is available.
(b) Seller is knowledgeable and experienced in the telecommunications industry and is capable of evaluating the risks and merits of the Transactions transactions contemplated by this Agreement, including the acquisition of Clearwire Stock and the Warrant, and making an informed decision with respect thereto. Seller and its representatives have had sufficient opportunity to ask questions of and receive answers from Purchaser and Clearwire concerning the business of Clearwire, its operations, assets and liabilities. Seller and its representatives have had an opportunity to review all documents and records concerning Clearwire and its business that Seller has requested. Seller has conducted its own independent assessment, analysis and investigation with respect to Clearwire and its business at the time of entering into this Agreement and has agreed to enter into this Agreement and to reach an informed accept Clearwire Stock and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of Warrant as partial consideration for the sale of Seller Stock.
(b) Seller has made his own investment the Assets based solely on this assessment, analysis and decision to sell Seller Stock investigation, and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary representations and desirable and, notwithstanding the foregoing, has determined, warranties of Purchaser set forth in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the TransactionsAgreement.
(c) Seller is an “accredited investor,” as such term aware that Clearwire is defined in Regulation D under a speculative enterprise, that certain of the Securities Act of 1933, as amended (the “Securities Act”)information disclosed to it contain forward looking statements which involve risks and uncertainties, and that Clearwire's actual results may differ significantly from the results discussed in these forward looking statements. Seller has such knowledge further acknowledges that the value of Clearwire's assets is inherently uncertain and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stockis dependent upon market, technological, and regulatory developments concerning feasible and allowable uses. Seller represents and warrants to Purchaser and Clearwire that it has carefully evaluated the same assessed these factors independently and has agreed to enter into this Agreement without reliance upon the Company. Seller has experience and familiarity with the market or expectation of any disclosures of any kind from Purchaser or Clearwire, except as set forth in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockthis Agreement.
(d) For purposes of application of state securities law, Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management is a resident of the Company and the opportunity to review any and all information and financial data State of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionMichigan.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Clearwire Corp)
Securities Representations. (a) Seller is aware has substantial knowledge and -------------------------- experience in making investment decisions of the Company’s business affairs type contemplated by the exchange of an Old Note for a New Note and financial condition Warrant and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) such exchange. Seller has received and reviewed the Company's Confidential Private Placement Memorandum dated October 31, 1997 (draft dated October 16, 1997) (the "Memorandum"). The Company has made his own investment analysis and decision available to sell Seller Stock all documents requested and has provided answers to all of its questions relating to an investment in the Company or PSC. In evaluating the exchange of its Old Note for a New Note and Warrant, Seller has not relied upon any representations or other information (whether oral or written) other than as set forth in the Memorandum. Seller has had the an opportunity to conduct his own investigation discuss such exchange with representatives of the Company and to ask questions of them. Seller understands that an investment in the extent Company or PSC involves significant risks, and Seller has deemed it necessary reviewed and desirable andis aware of the risk factors described in the Memorandum under the caption "Risk Factors". Seller is acquiring its New Note and Warrant, notwithstanding the foregoingCommon Stock (as defined in the New Notes) issuable upon conversion of its New Note and the Common Stock (or other securities) issuable upon exercise of its Warrant (collectively, the "Securities") for its own account for investment, not for resale to any other person and not with a view to or in connection with any resale or distribution. Seller understands that the Securities have not been registered under the federal securities laws or the securities laws of any other jurisdiction and cannot be transferred or resold except as permitted pursuant to a valid registration statement or an applicable exemption from registration. Seller acknowledges that neither the Company nor PSC has determined, made any representations with respect to registration of the Securities under applicable securities laws (except as provided in consultation with counselSection 5 of the New Notes), that it no such registration is contemplated, that there can be no assurance that there will be any market for the Securities in Seller’s best interests the foreseeable future and that, as a result, Seller must be prepared to sell Seller Stock to bear the Company at this economic risk of its investment for an indefinite period of time. Seller is acting as principal for his own account in connection with understands that the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D certificates or other instruments representing the Securities shall bear restrictive legends under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates no representations have or may have nonpublic information been made to it concerning the Company size, valuation or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any timing of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees an initial public offering or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) other financing by the Company or any other Company Related Person in connection with the TransactionsPSC.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Note Exchange Agreement (Prodigy Communications Inc)
Securities Representations. (a) Buyer has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about size contemplated. Buyer is able to bear the Company to evaluate the risks and merits economic risk of the Transactions investment and at the present time could afford a complete loss of such investment. Buyer shall have a full opportunity to inspect the books and records of the MD and MM and to reach an informed make any and knowledgeable decision to sell Seller Stock. As a result, Seller is capable all inquiries of evaluating (either by Seller or through Seller’s representatives) the merits MD and risks of the sale of Seller StockMM and its business as Buyer has deemed appropriate.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller Buyer is an “accredited investor,Accredited Investor” as such term is defined in Regulation D under of the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) and Seller Buyer has such sufficient knowledge and experience in financial and business matters as to be that Buyer is capable of evaluating the merits and risks of sale an investment in the MD Shares offered by Seller and of Seller Stock, making an informed investment decision with respect thereto and has carefully evaluated the same without reliance upon capacity to protect Buyer’s own interests in connection with Buyer’s proposed investment in the CompanyMD Shares.
(c) The certificates representing the MD Shares which will be issued to Buyer shall contain a legend which provides as follows: THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller StockTHE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
(d) Seller Buyer acknowledges receiving that the reports and other documents filed to date by MD Shares will be “restricted securities” (as such term is defined in Rule 144 promulgated under the Company Act, that the MD Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the MD Shares cannot be sold unless registered with the Securities and Exchange Commission or otherwise complies with an exemption from such registration and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfactionqualification.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. (1) The Vendor acknowledges that the Purchaser is a reporting company in Canada and the United States and therefore files information with the Ontario Securities Commission and with the Securities and Exchange Commission in the United States ("Public Information"). The Vendor represents that it has reviewed the Public Information and is fully familiar with Purchaser's current business and future prospects. All statements, facts, representations, projections, descriptions, estimates, opinions, views, expectations, plans, observations, analyses, judgments, forecasts, assessments, warranties, and assumptions set forth in the Public Information are subject to, and qualified in their entirety by, this Agreement.
(2) The Vendor acknowledges that the Purchaser has made available to it all requested documents and records in its possession, and has offered to the Vendor an opportunity to discuss this transaction with the Purchaser and/or representatives of the Purchaser and obtain any additional information necessary to verify the accuracy of any information furnished. The Vendor acknowledges that no information furnished by the Purchaser constitutes investment, accounting, legal or tax advice. The Vendor is relying solely upon itself and its professional advisors, if any, for such advice.
(3) The Vendor has relied solely upon its own independent investigation in making a decision to sell the Purchased Shares for the Consideration Shares. The Consideration Shares are speculative investments which involve a substantial degree of risk with no assurance of any income from such investments and the possibility that such Consideration Shares may become worthless. The Purchasers acknowledges that the Consideration Shares are not traded on any stock exchange in the United States and that there is only a limited market for the Consideration Shares in the United States. The Vendor must therefore be prepared to bear the economic risks of owning the Consideration Shares for an indefinite period.
(4) The Vendor acknowledges that (a) Seller is aware the Consideration Shares are not being registered under the laws of the Company’s business affairs any jurisdiction and financial condition and has acquired sufficient information about the Company are being sold pursuant to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.
(b) Seller has made his own investment analysis and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, exemption from registration set forth in consultation with counsel, that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended amended, (the “"Securities Act”)") and (b) Purchaser has not furnished the Vendor with all information that would be included in the applicable registration statement if the Consideration Shares were offered and registered under the Securities Act.
(5) The Vendor represents that the Consideration Shares will be acquired solely for the account of the Vendor, solely for investment purposes and not with a view to resale or distribution, and Seller that no other person has, or will acquire, any direct or indirect interest in the Consideration Shares. The Vendor has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such knowledge person, or anyone else, the Consideration Shares, or any interest therein, and experience the Vendor has no plans to enter into any such contract, undertaking, agreement or arrangement. The Vendor understands that he may not dispose of the Consideration Shares, or any part thereof, or any interest therein, unless and until legal counsel for Purchaser shall have provided its written opinion that the intended disposition does not violate the law of any jurisdiction. The Vendor acknowledges that the Consideration Shares are non-transferable, that it will not be possible for the Vendor to liquidate the Consideration Shares readily in case of an emergency and, therefore, must bear the financial risk of owning the Consideration Shares investment for an indefinite period.
(6) The Vendor is knowledgeable and business matters experienced in making and evaluating investments. The investments of the Vendor in, and their commitments to, all non-liquid investments (including an investment in Purchaser) are reasonable in relation to their respective net worths, and the Vendor has the ability to bear the financial risk of an investment in Purchaser.
(7) The Vendor will indemnify and hold Purchaser, its affiliates, and representatives, harmless from and against any and all loss, liability, cost, damage, expense (including attorney's fees and expenses) and claims arising out of, in connection with or resulting (i) from the sale or distribution of any Consideration Shares by the Vendor in violation of any applicable law, rule or regulation, and (ii) any misrepresentation by the Vendor or any breach of any warranties herein or any covenants or agreements set forth herein.
(8) The Vendor understands and acknowledges that no federal or state agency, governmental authority, regulatory body, stock exchange or other entity in the United States, or any other jurisdiction, has made any finding or determination as to be capable the merits of evaluating the risks of sale of Seller StockConsideration Shares, nor have any such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Consideration Shares.
(9) The Vendor represents, warrants, and has carefully evaluated acknowledges that (a) the same without reliance upon Consideration Shares were not offered or distributed to the Company. Seller has experience Vendor through an advertisement in printed media of general and familiarity with the market regular paid circulation, radio or television, and (b) they did not attend any seminars or meetings regarding this transaction, in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stockattendees were invited by any general solicitation or general advertising.
(d) Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission and Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Securities Representations. (a) Seller Holder represents and warrants that it is aware purchasing the Preferred solely for investment solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statement or as otherwise permitted under the Securities Act.
(b) Holder understands that it may sell or otherwise transfer the Preferred or the shares issuable on conversion of the Preferred only if such transaction is duly registered under the Securities Act, under the Registration Statement or Rule 144 or otherwise, or if Holder shall have received the favorable opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to the Company’s business affairs , to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and financial condition registration or qualification in every applicable state. The certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Holder realizes that the Preferred are not a liquid investment.
(c) Holder has acquired sufficient information about not relied upon the Company to evaluate advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Holder has the Transactions knowledge and experience to reach an informed evaluate the Company and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the risks and merits and risks of the sale of Seller Stockrelating thereto.
(bd) Seller has made his own investment analysis Holder represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller Holder is an “"accredited investor,” " as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Seller has shall be such knowledge and experience in financial and business matters as on the date any Preferred are issued to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller holder; Holder acknowledges that Holder is able to bear the economic risks risk of losing Holder's entire investment in the Transactions shares and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by understands that an investment in the Company involves substantial risks; Holder has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the Securities Holder; and Exchange Commission and Seller Holder has invested in previous transactions involving restricted securities. Holder has had the opportunity to discuss the Company’s business, operations, prospects, management and financial 's affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction's officers.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Private Placement Purchase Agreement (Nexar Technologies Inc)
Securities Representations. (a) Such Seller (i) is aware familiar with the business and financial condition, properties, operations and prospects of the Company, (ii) has had such time as the Seller deems necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, without reliance on the Company, (iii) has such knowledge and experience in financial and business matters as to be capable, alone or with such Seller’s business affairs advisors, of evaluating the merits, risks and financial condition suitability of the Transactions, (iv) is relying exclusively on its own investment analysis and has acquired sufficient information about due diligence (including such professional advice as it deems appropriate) and the representations and warranties by the Company set forth herein with respect to evaluate the risks Transactions, the Shares and merits the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, (v) is consummating the Transactions with a full understanding of the terms, conditions and to reach an informed risks associated with such transactions and knowledgeable decision to sell Seller Stock. As a resultwillingly assumes those terms, Seller is capable conditions and risks, and (vi) has carefully reviewed the terms and provisions of evaluating (either by Seller or through this Agreement and evaluated such Seller’s representatives) the merits rights and risks of the sale of Seller Stockobligations contained herein.
(b) Such Seller has made his its own independent investment analysis and decision to sell Seller Stock its Shares and consummate the Transactions and has had the opportunity to conduct his its own investigation to the extent such Seller has deemed it necessary and desirable and, notwithstanding on the basis of the foregoing, has determined, in consultation with counsel, that it is in such Seller’s best interests to sell Seller Stock its Shares to the Company at this time. Such Seller is acting as principal for his its own account in connection with the Transactions.
(c) Seller is an “accredited investor,” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the Common Stock is traded. Seller is able to bear the economic risks of the Transactions and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Such Seller acknowledges receiving the reports and other documents filed to date by the Company with the Securities and Exchange Commission (the “SEC”) and such Seller has had the opportunity to discuss the Company’s business, operations, prospects, management and financial affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Such Seller further acknowledges that he it has been provided, through one or more representatives or observers on the Company’s board of directors, with certain material nonpublic information concerning the Company and the Common Stock, and Seller further acknowledges that it has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction.
(ed) Such Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that may be material to a reasonable investor in making investment and disposition decisions, and that has not been disclosed by the Company to Seller. Such Seller’s decision to enter into this Agreement is being made with full recognition and acknowledgment that the Company may be privy to such nonpublic information, irrespective of whether such information has been provided to the Seller, and without Seller’s reliance on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the Transactions. Such Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth hereinin Section 3 hereof. Such Seller acknowledges that the information disclosed to it by the Company or any Company Related Person concerning the Company and the Common Stock, some of which may be material nonpublic information, may not be fully complete or accurate, and that Seller is not relying on (and expressly disclaims reliance on) any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions, except for the representations set forth in Section 3 hereof.
(fe) Such Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock Shares that is different from the Purchase Price purchase price reflected in each Transactionthe Closing Consideration, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s its decision to sell Seller Stockthe Shares. Such Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may havehave to such Seller, or have liability with respect to such non-disclosure.
(gf) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(g) In the six month period leading up to the date of this Agreement, such Seller has not bid for or purchased any shares of Common Stock.
(h) Such Seller acknowledges and agrees that the Company is relying on the Seller’s representations, warranties and agreements herein in proceeding with this Agreement and the transactions contemplated by this Agreement and the Seller agrees to engage in such reliance. Without such representations, warranties and agreements, the Transactions and Company would not engage in enter into this Agreement and the Transactions in the absence of transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Repurchase Agreement (Natural Health Trends Corp)
Securities Representations. A. Subscriber represents and warrants that it is acquiring the shares of Common Stock solely for investment, solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statements or as otherwise permitted under the Securities Act.
B. Subscriber understands that it may sell or otherwise transfer the shares of Common Stock only if such transaction is duly registered under the Securities Act, under the Registration Statements or otherwise, or if Subscriber shall have received the favorable opinion of counsel to Subscriber to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and registration or qualification in every applicable state. The certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Subscriber realizes that the shares of Common Stock are not a liquid investment.
C. Subscriber has not relied upon the advice of a "Purchaser Representative" (a) Seller is aware as defined in Regulation D of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate Securities Act) in evaluating the risks and merits of this investment. Subscriber has the Transactions knowledge and experience to reach an informed evaluate the Company and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the risks and merits and risks of the sale of Seller Stockrelating thereto.
(b) Seller has made his own investment analysis D. Subscriber represents and decision to sell Seller Stock and has had the opportunity to conduct his own investigation to the extent Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined, in consultation with counsel, warrants that it is in Seller’s best interests to sell Seller Stock to the Company at this time. Seller is acting as principal for his own account in connection with the Transactions.
(c) Seller Subscriber is an “"accredited investor,” " as such term is defined in Rule 501 of Regulation D under promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Seller has shall be such knowledge and experience in financial and business matters as to be capable of evaluating on the risks of sale of Seller Stock, and has carefully evaluated the same without reliance upon the Company. Seller has experience and familiarity with the market in which the date any Common Stock is traded. Seller issued to Subscriber; Subscriber acknowledges that Subscriber is able to bear the economic risks risk of losing Subscriber's entire investment in the Transactions shares and is voluntarily assuming all risks associated with the sale of Seller Stock.
(d) Seller acknowledges receiving the reports and other documents filed to date by understands that an investment in the Company involves substantial risks; Subscriber has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the Securities Subscriber; and Exchange Commission and Seller Subscriber has invested in previous transactions involving restricted securities. Subscriber has had the opportunity to discuss the Company’s business, operations, prospects, management and financial 's affairs with the management of the Company and the opportunity to review any and all information and financial data of the Company. Seller further acknowledges that he has had an opportunity to ask questions of management of the Company, which questions were answered to Seller’s satisfaction's officers.
(e) Seller acknowledges that the Company and its affiliates have or may have nonpublic information concerning the Company or the Common Stock that has not been disclosed by the Company to Seller. Seller further acknowledges that neither the Company, nor any of its affiliates, nor any of their respective directors, officers, employees, agents, brokers, trustees or advisors (collectively, “Company Related Persons” and each a “Company Related Person”) has made any representations to Seller concerning the Company or the Common Stock except as expressly set forth herein. Seller is not relying on any disclosure (or non-disclosure) made (or not made) by the Company or any other Company Related Person in connection with the Transactions.
(f) Seller acknowledges that any nonpublic information may be indicative of a value of Seller Stock that is different from the Purchase Price reflected in each Transaction, or may be otherwise adverse to Seller, and such nonpublic information, if known to Seller, could be material to Seller’s decision to sell Seller Stock. Seller agrees that the Company shall not be obligated to disclose any nonpublic information it may have, or have liability with respect to such non-disclosure.
(g) Seller acknowledges that public disclosure of this Agreement or the Transactions may itself materially impact the perceived value of the Common Stock.
(h) Seller is relying on this Agreement to engage in the Transactions and would not engage in the Transactions in the absence of this Agreement.
Appears in 1 contract
Sources: Exchange Agreement (Connect Inc)