Investment Intent, etc. (a) Such Investor is acquiring the Shares to be acquired by it hereunder for its own account for investment only and not with a view to or for sale in connection with the distribution thereof. (b) Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto. (c) Such Investor is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (d) Such Investor has received copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996. (e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material. (f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense. (g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.
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Sources: Stock Purchase Agreement (Ameritech Corp /De/), Stock Purchase Agreement (Microleague Multimedia Inc), Stock Purchase Agreement (Hearst Corp)
Investment Intent, etc. (a) Such Investor is acquiring the Shares to be acquired by it hereunder for its own account for investment only and not with a view to or for sale in connection with the distribution thereof.
(b) Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto.
(c) Such Investor Each Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
(d) Such Investor . Each Purchaser or his investment advisor has received received, examined and reviewed copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, of the Company's Proxy Statement with respect most recent reports, as amended, filed under the Exchange Act and other publicly available documents and recognizes that the investment in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to its 1997 annual meeting readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he can afford to bear the loss of shareholders; (v) a draft his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the Private Placement Memorandum merits and risks of an investment in the Common Stock of the Company, dated May 1, 1997; and (vi) press releases issued by . Each Purchaser confirms that the Company since May 23, 1996.
(e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights has made available to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material.
(f) Such Investor has had Purchaser the opportunity to ask questions of of, and receive answers from from, the Company concerning its business the Company and operations, the terms and conditions activities of the acquisition of securities hereunder, as well as the opportunity Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished in connection therewith conveyed to him. Each Purchaser hereby acknowledges that such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Company possesses or can acquire without unreasonable effort or expense.
(gSecurities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) Such Investor understands of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to be acquired by such Investor pursuant others. Each Purchaser agrees that he will not attempt to this Agreement have not been sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant in the opinion of counsel satisfactory to the Company an exemption from registrationsuch registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of the Shares. Each Purchaser has relied solely upon the advice of its own tax and legal advisors with respect to the tax and other legal aspects of this investment. Each Purchaser is purchasing the Shares for such Purchaser's own account, and that a legend indicating such restrictions will be placed on the certificates representing such securitiesnot in any agency, fiduciary or similar capacity.
Appears in 1 contract
Sources: Stock Purchase Agreement (Glasgal Communications Inc)
Investment Intent, etc. By accepting this Warrant, the Holder represents that (a) Such Investor the Holder is acquiring this Warrant and the Warrant Shares to be acquired by it hereunder for its own account issuable upon exercise hereof for investment only and not with a view to to, or for sale in connection with the with, any distribution thereof.
; (b) Such Investor has such knowledge and experience in financial and business matters that it is capable the Holder can bear the economic risk of evaluating the merits and risks of the an investment in the Company contemplated by this Agreement and making Warrant Shares (including possible complete loss of such investment) for an informed investment decision with respect thereto.
indefinite period of time; (c) Such Investor the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder's representations in this Section; (d) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as "restricted securities" under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering; (e) the Holder has received and reviewed a copy of each SEC Document (as defined below) and the Holder believes the Holder has been given access to full and complete information regarding the Company and has utilized such access to the Holder's satisfaction for the purpose of obtaining information about the Company, particularly, representatives of the Holder have had adequate opportunities to ask questions of, and receive answers from, senior executives of the Company concerning the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Holder about the Company; (f) the Holder is an "accredited investor" as such term is defined in Rule 501 501(a) under the Securities Act.
Act and as defined pursuant to the provisions of state securities laws applicable to the Holder providing for an exemption from registration or qualification of the offer and sale of this Warrant and the Warrant Shares; (dg) Such Investor the Holder has received copies obtained, to the extent he or she deems necessary, his or her own professional advice with respect to the risks inherent in the investment in this Warrant and the Warrant Shares, the condition of the Company and has reviewed the suitability of the investment in this Warrant and the Warrant Shares in light of the Holder's financial condition and investment needs; and (h) the Holder is a resident of the state (or if not a natural person, the Holder made its investment decision with respect to this Warrant and the Warrant Shares from its office located in such state) set forth on the signature page of this Warrant. As used herein, the term "SEC Documents" means, collectively, the following documents of the Company filed with the SEC: (i) the Company's Quarterly its Annual Report on Form 10-QSB with respect to –K for the quarter fiscal year ended September 30December 31, 1996; 2000, (ii) all Forms 8–K filed after the 1997 date of such Form 10-QSB–K, if any, (iii) its Quarterly Reports on Form 10-KSB; Q for the quarter ended March 31, 2001, and (iv) a draft, dated May 1, 1997, its Definitive Proxy Statement for the annual meeting of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated shareholders held in May 1, 1997; and (vi) press releases issued by the Company since May 23, 19962001.
(e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company's control. Accordingly, such Investor understands that the Company's actual results in all likelihood will differ from projected results, and such differences may be material.
(f) Such Investor has had the opportunity to ask questions of and receive answers from the Company concerning its business and operations, the terms and conditions of the acquisition of securities hereunder, as well as the opportunity to obtain additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense.
(g) Such Investor understands that the Shares to be acquired by such Investor pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be transferred unless subsequently registered thereunder or pursuant to an exemption from registration, and that a legend indicating such restrictions will be placed on the certificates representing such securities.
Appears in 1 contract