Subscriber Representations Sample Clauses
The Subscriber Representations clause requires the subscriber to affirm certain facts or conditions as true at the time of entering into the agreement. Typically, this includes confirming the subscriber’s authority to enter the contract, their compliance with applicable laws, and the accuracy of information provided. By obtaining these representations, the clause helps ensure that the subscriber is eligible and qualified to participate, thereby reducing the risk of future disputes or misrepresentations.
Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that:
(a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject;
(b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and
(c) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
Subscriber Representations. Subscriber hereby represents, warrants and acknowledges and agrees with the Company as follows:
7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of the Company). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber's legal, tax, accounting and financial advisers the suitability of an investment in the Common Shares for Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s).
7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the Offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.
7.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that he has read the written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Shares for an indefinite period of time, has no need for...
Subscriber Representations. By executing this Agreement, the Subscriber hereby represents and warrants to the Company as follows:
(a) The Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Subscriber has been advised that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act (“Regulation CF”). The Subscriber understands that neither the Omnibus Team Unit Instrument (nor the Subscriber’s beneficial interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Team Unit Instrument, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit Instrument.
(c) The Subscriber is purchasing its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investmen...
Subscriber Representations. The Subscriber hereby acknowledges, represents and warrants to, and agrees with the Company as follows:
Subscriber Representations. The Subscriber hereby represents, warrants and agrees that:
(a) The Subscriber has had an opportunity to ask questions and receive information from the Company.
(b) The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares.
(c) The Subscriber is an “accredited investor” as defined by Regulation D as set forth below; According to Rule 501(a) of Regulation D, “accredited investor” means any person who comes within any of the following categories, or who the Issuer reasonable believes comes within any of the following categories, at the time of the sale of the Shares to that person:
(i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts ...
Subscriber Representations. (a) The Subscriber is acquiring the Subscription Shares (and the shares of the Company's common stock, $.001 par value per share (the "Common Stock"), issuable upon conversion thereof) for its own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act of 1933, as amended ("Securities Act"). The Subscriber understands that none of the Subscription Shares have been (nor will the shares Common Stock issuable upon conversion thereof be) registered for sale under the Securities Act, or the securities or similar laws of any foreign, state or other jurisdiction, or qualified under applicable state securities laws and that the Subscription Shares are being offered and sold to the Subscriber in reliance on exemptions therefrom based, in part, upon the representations, warranties, covenants and agreements of the Subscriber contained in this Agreement. The Subscriber understands that it must bear the economic risk of its investment in the Company for an indefinite period of time, as the Subscriber cannot sell the Subscription Shares (or the shares of the Common Stock issuable upon conversion thereof) unless they are subsequently registered under the Securities Act and qualified under state securities laws, or unless an exemption from such registration and qualification is available.
(b) The Subscriber has carefully read and fully considered all disclosures contained in the Company's Annual Report on Form 10KSB for the year ended December 31, 2001 and all reports filed under the Securities Exchange Act of 1934, as amended, since then as provided upon request by the Company or available on the U.S. Securities and Exchange Commission ▇▇▇▇▇ database at ▇▇▇.▇▇▇.▇▇▇. The Subscriber understands that an investment in the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) is a speculative investment with a high degree of risk of loss, and there are substantial restrictions on the transferability of the Subscription Shares (and the shares of Common Stock issuable upon conversion of thereof).
(c) The Subscriber acknowledges that only a limited public market for the securities of the Company, including the Subscription Shares, presently exists. The Subscriber acknowledges that a legend will be placed on the certificates representing the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) that will restrict the transferabi...
Subscriber Representations. Subscriber represents and warrants to Provider and Wabash Valley as follows:
1.6.1. Subscriber is electing to participate in the Program solely for the purposes of reducing the cost of consuming electricity, obtaining the Renewable Attributes described above, supporting sustainable energy initiatives, and reducing negative impacts on the environment. Subscriber’s participation is not being made for investment purposes, including any capital appreciation or other profit.
1.6.2. Subscriber understands and agrees that it is not obtaining any ownership right to underlying Solar Projects or individual solar panels, nor any capacity rights with respect thereto, and that it will not have access or control of any portion of the Solar Projects.
1.6.3. Subscriber further acknowledges and understands that (a) the services of Provider hereunder consist primarily of administering the Program, including managing subscriptions and the distribution of Production Credits or Renewable Attributes, (b) Wabash Valley or other third parties are solely responsible for the selection and management of the Solar Projects and otherwise arranging for Provider’s ability to offer the Program, and (c) Provider is a member of Wabash Valley but does not exercise control over it.
1.6.4. Subscriber understands that the benefits of its subscription depend significantly on factors beyond the control of Provider, including weather and the availability of sunlight necessary to produce solar electricity, limitations in the solar technology used at the Solar Projects, fluctuations in energy market prices, and the effect of changes of law or regulations. Subscriber further acknowledges that Provider makes no representation or warranty as to Subscriber’s ability to utilize the Renewable Attributes.
Subscriber Representations. The Subscriber hereby represents and warrants that in connection with this offering the Subscriber has received a prospectus from the Company.
Subscriber Representations. The undersigned hereby represents and warrants to and agrees with the Company as follows:
8.1. The undersigned has been furnished with and has carefully read the Form 10-K, Form 10-Q and Form 8-Ks and is familiar with and understands the terms of the offering described herein (the "Offering"). With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the Company (or any agent or representative of the Company). The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and financial advisers, the suitability of an investment in the Common Stock for the undersigned's particular tax and financial situation and has determined that the Common Stock being subscribed for by the undersigned is a suitable investment for the undersigned.
8.2. The undersigned acknowledges that all documents, records and books pertaining to this investment which the undersigned has requested have been made available for inspection by the undersigned and the undersigned's attorney, accountant and other adviser(s).
8.3. The undersigned and/or the undersigned's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the undersigned.
8.4. The undersigned is not aware of any material information regarding the Company, any of its subsidiaries, or their respective business, prospects, financial condition or results of operations which has not been disseminated generally to the public.
8.5. The undersigned is not subscribing for shares of Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.
8.6. The undersigned is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Act. The undersigned, by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisers who are unaffiliated with and who are not being compensated by the Company or any affiliate of the Company, directly or indirectly, can be reasonably assumed to have...
Subscriber Representations. Subscriber shall not make any representations or warranties to any third party regarding the HIS Service or any part of it; Subscriber may, however, republish verbatim any description of the HIS Service that HIS publishes.