Vision Party definition
Examples of Vision Party in a sentence
No brokerage or finder’s fees or commissions are or will be payable by the Vision Party to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
Such Vision Party is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
Such Vision Party, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.
This Agreement may be terminated by any Purchaser or Vision Party, as to such Purchaser’s or Vision Party’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers or Vision Party, by written notice to the other parties, if the Closing has not been consummated on or before January 15, 2010; provided, however, that such termination will not affect the right of any party to ▇▇▇ for any breach by the other party (or parties).
At the time such Vision Party was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
Such Vision Party is acquiring the Securities hereunder in the ordinary course of its business.
The Securities tendered for exchange by such Vision Party are not subject to any mortgage, lien, pledge, indenture, agreement, instrument, judgment, decree or encumbrance or order.
Such Vision Party is not acquiring the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Such Vision Party is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.
Each Vision Party has clear title to the Securities it tenders to the Company.