The Holder. Authorised User undertakes to ensure and maintain the confidentiality of all the clauses of this Contract.
The Holder. If the Holder is a partnership, corporation or trust, ----------- the person executing this Note on its behalf represents and warrants that
The Holder. Newport is a limited liability company duly organized and in good standing under the laws of the State of Delaware with its principal executive offices located in Newport Beach, California.
The Holder. This Warrant is not assignable by Holder without the prior written consent of the Company, in its sole discretion.
The Holder. By: /s/ Xxxxxx Xxxxxxxxx -------------------- Xxxxxx Xxxxxxxxx President
The Holder. Astral Success Limited By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory
The Holder. (A) will not, during the Restricted Period applicable thereto, offer to sell the Debentures, the Warrants, the Conversion Shares, the Warrant Shares or the Indemnity Shares in the United States, to a U.S. person or for the account or benefit of a U.S. person or other than in accordance with Rule 903 or 904 or Regulation S; and
The Holder. The Holder is an “accredited investor,” as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933 (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, has such knowledge and experience in financial, tax and other business matters as to enable him to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to conversion of the Notes, which represents a speculative investment. The Holder has the authority and is duly and legally qualified to purchase and own the securities to be issued pursuant to the Subscription Agreement.
The Holder. (a) acknowledges that all personal data provided to the Issuer or its delegates (including, without limitation, the Company Administrator) by or on behalf of the Transferee has been and will be provided in accordance with applicable laws and regulations, including, without limitation, those relating to privacy or the use of personal data. The Transferee shall ensure that any personal data that such Transferee provides to the Issuer or its delegates (including, without limitation, the Company Administrator) is accurate and up to date, and the Transferee shall notify the Issuer if such Transferee becomes aware that any such data is no longer accurate or up to date;
The Holder. If the Board of Directors and the Holder shall fail to agree within five (5) Business Days, the Fair Market Value shall be an amount determined, at the Company’s expense, by an independent nationally recognized investment banking firm chosen by the Board of Directors and reasonably acceptable to the Holder. Any determination of the Fair Market Value by an appraiser shall be based on a valuation of the Company as an entirety without regard to any discount for minority interests or disparate voting rights among classes of Capital Stock.
