Subscriber's Representations, Warranties and Covenants Sample Clauses

Subscriber's Representations, Warranties and Covenants. The undersigned understands and acknowledges that the Units are being offered and sold under one or more of the exemptions from registration provided for in Section 3(b), 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”) including, Regulation D promulgated thereunder, that the undersigned acknowledges that the Units are being purchased without the undersigned being offered or furnished any offering literature, prospectus or other material, financial or otherwise, and that this action has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or other jurisdiction. The undersigned hereby further represents and warrants as follows:
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Subscriber's Representations, Warranties and Covenants. The undersigned understands and acknowledges that the Debenture, the Warrants and the Common Stock underlying same subscribed for herein (the “Securities”) are being offered and sold under one or more of the exemptions from registration provided for in Section 3(b), 4(2) and 4(6) of the Securities Act including, Regulation D promulgated thereunder, that the undersigned acknowledges that the Securities are being purchased without the undersigned being offered or furnished any offering literature, prospectus or other material, financial or otherwise, and that this action has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state. The undersigned hereby further represents and warrants as follows:
Subscriber's Representations, Warranties and Covenants. By executing this Subscription Agreement, the Subscriber represents, warrants and covenants (on its own behalf and, if applicable, on behalf of those (including each beneficial purchaser, if any) for whom the Subscriber is contracting hereunder) to and with the Fund and the Manager (and acknowledges that the Fund and the Manager are relying thereon) that:
Subscriber's Representations, Warranties and Covenants. The Subscriber represents, warrants to and covenants with the Company as follows: The Subscriber is purchasing the Securities solely for his own account, for investment purposes only and not with an intent to divide his participation with others, resell, or otherwise dispose of all or any part of such investment. The Subscriber will be the beneficial owner of the Securities standing in the Subscriber’s name. The Subscriber has been furnished with the sufficient written and oral information about the Company to allow him to make an informed investment decision prior to purchasing the Investment and has been furnished access to any additional information that he may require. The Subscriber is fully familiar with the business proposed to be conducted by the Company and with the Company’s use and proposed use of the proceeds from the sale of Securities. The Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment. The Subscriber is able to bear the economic risk of losing his entire investment The Subscriber is knowledgeable and has experience concerning investments of the type represented by the investment. The Subscriber agrees to hold the Company, its agents, managers, and their respective successors and assigns harmless and to indemnify them against all liabilities, cost and expenses incurred by them as a result of any sale or distribution by the Subscriber in violation of the Act or any state securities laws. All representations, warranties and indemnities made by the Subscriber with reference to the Act shall be deemed to be equally applicable in connection with all applicable state and securities laws. As set forth above, the Subscriber understands that the Securities have not been registered under the Act, or under any state exempt from registration. The Subscriber further acknowledges that the reliance on such exemptions is in part based upon the foregoing representations, warranties and covenants of the Subscriber.
Subscriber's Representations, Warranties and Covenants. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants to Liberty that he, she or it:
Subscriber's Representations, Warranties and Covenants. 1. Subscription for and Purchase of the Common Shares.
Subscriber's Representations, Warranties and Covenants. The Subscriber hereby represents and warrants to and covenants with the Company as follows:
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Subscriber's Representations, Warranties and Covenants. The Subscriber hereby represents, warrants and covenants to the Company and the Agent as of the date of this Subscription Agreement and at the Closing that:
Subscriber's Representations, Warranties and Covenants. Concerning the Option and Underlying Shares, the Subscriber, now and upon exercise, represents, warrants to and covenants with the Company as the case may be as follows: The Subscriber is purchasing the Securities solely for his or her own account, for investment purposes only and not with an intent to divide its participation with others, resell, or otherwise dispose of all or any part of such investment. The Subscriber will be the beneficial owner of the Securities standing in the Subscriber's name. The Subscriber has been furnished with the sufficient written and oral information about the Company to allow it to make an informed investment decision prior to purchasing the Investment and has been furnished access to any additional information that it may require. The Subscriber is fully familiar with the business proposed to be conducted by the Company and with the Company's use and proposed use of the proceeds from the sale of Securities. The Subscriber has adequate means of providing for its current needs and contingencies and has no need for liquidity in its Investment. The Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Investment. The Subscriber is able to bear the economic risk of losing his or her entire Investment. The Subscriber has a pre-existing relationship with the Company or a member of its Board of Directors, which enables Subscribers to be aware of the character and general business and financial circumstances of the Offeror and its management. The Subscriber is knowledgeable and has experience concerning investments of the type represented by the Investment. The Subscriber's overall financial commitment to investments that are not readily marketable is not disproportionate to its net worth and the Investment will not cause its overall commitment to be excessive. The Subscriber acknowledges and is aware that;
Subscriber's Representations, Warranties and Covenants. The undersigned understands and acknowledges that the Shares subscribed for herein are being offered and sold under one or more of the exemptions from registration provided for in Section 3(b), 4(2) and 4(6) of the Securities Act including, Regulation S and/or Regulation D promulgated thereunder, that the undersigned acknowledges that the Shares are being purchased without the undersigned being offered or furnished any offering literature, prospectus or other material, financial or otherwise, and that this action has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state. The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares have not been registered under the Securities Act of 1933 or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement or by law. The undersigned hereby further represents and warrants as follows:
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