Common use of Investment Intent, etc Clause in Contracts

Investment Intent, etc. The Purchaser has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents requested by it and recognizes that the investment in the Shares involves a high degree of risk. The Purchaser has been advised that it may not be possible to readily liquidate this investment. The Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to its net worth, its investment in the Company will not cause such overall commitment to become excessive, and it can afford to bear the loss of its entire investment in the Company. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. The Purchaser confirms that the Company has made available to its representatives the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the 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 conveyed to him. The Purchaser hereby acknowledges that it has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. The Purchaser represents that the Shares are being purchased for its own account, for investment purposes only and not with a view towards distribution or resale to others. The Purchaser agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. The 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. The execution, delivery and performance by the Purchaser of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which it is bound. The 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. The Purchaser is purchasing the Shares for its account, and not in any agency, fiduciary or similar capacity. The source of the funds evidencing the Purchase Price are from legally available funds of the Purchaser.

Investment Intent, etc. The Purchaser has received, examined and reviewed copies of (a) ThiS Agreement is made with you in reliance upon your representation to the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents requested by it and recognizes that the investment in the Shares involves a high degree of risk. The Purchaser has been advised that it may not be possible to readily liquidate this investment. The Purchaser's overall commitment to the Shares, which by your acceptance hereof you confirm, that you are not readily marketable, is not disproportionate to its net worth, its investment in purchasing the Company will not cause such overall commitment to become excessive, and it can afford to bear the loss of its entire investment in the Company. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. The Purchaser confirms that the Company has made available to its representatives the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the 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 conveyed to him. The Purchaser hereby acknowledges that it has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended Notes to be a non-public offering pursuant to Section 4(2) of the Securities Act. The Purchaser represents that the Shares are being purchased by you hereunder for its your own account, account for investment purposes only and not with a view towards to the distribution or resale thereof, and that you have no present intention of distributing any of the same; PROVIDED, HOWEVER, that the disposition of your property in compliance with applicable federal and state securities laws shall be at all times within your own control, and that your right to others. The Purchaser agrees that it will not attempt to sell, transfer, assign, pledge sell or otherwise dispose of all or any part of the Shares unless they are registered Notes purchased by you pursuant to an effective registration statement (which you acknowledge that the Company has no obligation to file for your benefit) under the Securities Act or unless in the opinion of counsel satisfactory to the Company under an exemption from such registration is available. The Purchaser understands that no securities administrator available under the Securities Act (including, but not limited to, the exemption provided by Rule 144A) shall not be prejudiced. (b) You agree (and each subsequent holder of a Note, by its acceptance of such Note, agrees) that, upon the registration of the transfer of any state has made any finding Note by you (or determination relating such holder),pursuant to Section 3.1 hereof, other than in connection with the sale of a Note pursuant to registration under the Securities Act, written notice will be provided by the transferor to the fairness Company at the time of such registration of transfer that such transfer is exempt from the registration provisions of the Securities Act and that the transferee is (i) a Qualified Institutional Buyer under Rule 144A, or (ii) an Institutional Investor, or (iii) neither a Qualified Institutional Buyer nor an Institutional Investor, and, if the transferee is neither a Qualified Institutional Buyer nor an Institutional Investor, such notice will be accompanied by an opinion of counsel (which may be counsel employed by the transferor) to the effect that such transfer is exempt from registration under the Securities Act; PROVIDED, HOWEVER, that notwithstanding the foregoing provisions of this investment and that no securities administrator sentence, in the case of any state has recommended or endorsed, or will recommend or endorsetransfer of a Note by a transferor which is neither a Qualified Institutional Buyer nor an Institutional Investor to a transferee which is neither a Qualified Institutional Buyer nor an Institutional Investor, the offering Company shall have no obligation to register such transfer or to treat it as valid for any purpose unless and until the Company shall have received from the transferor written notice in form and substance reasonably satisfactory to it describing the manner and circumstances of the Shares. The execution, delivery proposed transfer in reasonable detail and performance by identifying the Purchaser basis for the claimed exemption from the registration requirements of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which it is bound. The 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. The Purchaser is purchasing the Shares for its account, and not in any agency, fiduciary or similar capacity. The source of the funds evidencing the Purchase Price are from legally available funds of the Purchaser.the

Investment Intent, etc. The Purchaser has receivedThis Agreement is made with you in reliance upon your representation to the Company, examined which by your acceptance hereof you confirm, that you are purchasing the Notes, and reviewed copies the Class A Common Stock obtainable upon conversion thereof, for your own account for investment and not with a view to the distribution thereof, and that you have no present intention of distributing any of the Company's most recent reportssame; provided, as amendedhowever, filed that the disposition of your property shall be at all times within your own control, and that your right to sell or otherwise dispose of all or any part of the Notes purchased or acquired by you pursuant to an effective registration statement under the Exchange Securities Act (the Company being under no obligation to assist in the preparation or filing of such registration statement except as expressly provided herein) or under an exemption from such registration available under the Securities Act and other publicly available documents requested by it in accordance with any applicable state securities law shall not be prejudiced. The Company and recognizes you each acknowledge that the investment Notes are securities (as defined in the Shares involves Securities Act and the Exchange Act). You understand that the Notes and the Class A Common Stock obtainable upon conversion thereof have not been registered under the Securities Act by reason of a high degree specific exemption from the registration provisions of riskthe Securities Act. The Purchaser has been advised that it may not be possible to readily liquidate this investment. The Purchaser's overall commitment to You are experienced in evaluating companies such as the Shares, which are not readily marketable, is not disproportionate to its net worthCompany, its investment in the Company will not cause such overall commitment to become excessiveSubsidiary and its parent, CJI, and it can afford are able to bear fend for yourself in transactions such as the loss of its entire investment in the Company. The Purchaser has one contemplated by this Agreement, have such knowledge and experience in financial and business matters that it is you are capable of evaluating the merits and risks of an investment in your prospective investment, and have the Common Stock ability to bear the economic risks of the Companyinvestment. The Purchaser confirms that You have been furnished with such materials and have been given access to such information relating to the Company has made available to its representatives and CJI as you have requested and you have been afforded the opportunity to ask questions ofregarding the Company, its Subsidiary and its parent, CJI, and receive answers from, the Company concerning the Company Notes and the activities of the 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, Class A Common Stock obtainable upon conversion thereof as you have found necessary to verify the accuracy of the information conveyed to himmake an informed investment decision. The Purchaser hereby acknowledges You represent that it has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering you are an "accredited investor" pursuant to Section 4(2) Rule 501 of the Securities Act. The Purchaser represents that the Shares are being purchased for its own account, for investment purposes only and not with a view towards distribution or resale to others. The Purchaser agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. The 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. The execution, delivery and performance by the Purchaser of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which it is bound. The 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. The Purchaser is purchasing the Shares for its account, and not in any agency, fiduciary or similar capacity. The source of the funds evidencing the Purchase Price are from legally available funds of the Purchaser.

Investment Intent, etc. The Each Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents requested by it and recognizes that the investment in the Shares involves a high degree of risk. The Each Purchaser has been advised that it may not be possible to readily liquidate this investment. The Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to its his net worth, its his investment in the Company will not cause such overall commitment to become excessive, and it he can afford to bear the loss of its his entire investment in the Company. The Each Purchaser has such knowledge and experience in financial and business matters that it such Purchaser is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. The Each Purchaser confirms that the Company has made available to its representatives such Purchaser the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the 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 conveyed to him. The Each Purchaser hereby acknowledges that it such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. The Each Purchaser represents that the Shares are being purchased for its such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. The Each Purchaser agrees that it he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. The 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. The execution, delivery and performance by the Purchaser of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which it is bound. The 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. The Each Purchaser is purchasing the Shares for its such Purchaser's own account, and not in any agency, fiduciary or similar capacity. The source of the funds evidencing the Purchase Price are from legally available funds of the Purchaser.

Investment Intent, etc. The Purchaser has receivedBy accepting this Warrant, examined the Holder represents that (a) the Holder is acquiring this Warrant and reviewed copies the Warrant Shares issuable upon exercise hereof for investment and not with a view to, or for sale in connection with, any distribution thereof; (b) the Holder can bear the economic risk of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents requested by it and recognizes that the an investment in the Warrant Shares involves (including possible complete loss of such investment) for an indefinite period of time; (c) 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 high degree transaction not involving a public offering; (e) the Holder has received and reviewed a copy of risk. The Purchaser each SEC Document (as defined below) and the Holder believes the Holder has been advised that it may not be possible given access to readily liquidate this investment. The Purchaser's overall commitment full and complete information regarding the Company and has utilized such access to the SharesHolder's satisfaction for the purpose of obtaining information about the Company, which are not readily marketableparticularly, 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 (x) an "accredited investor" as such term is defined in Rule 501(a) under the Securities 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 or (y) either alone or with the assistance of the Holder's professional advisor, is not disproportionate a sophisticated investor, is able to its net worth, its investment fend for his or herself in the Company will not cause such overall commitment to become excessivetransactions contemplated by this Warrant, and it can afford to bear the loss of its entire investment in the Company. The Purchaser has such knowledge and experience in financial and business matters that it the Holder is capable of evaluating the merits and risks of an the prospective investment in this Warrant and the Common Stock of Warrant Shares; (g) the Company. The Purchaser confirms that Holder has obtained, to the Company has made available extent he or she deems necessary, his or her own professional advice with respect to its representatives the opportunity to ask questions of, risks inherent in the investment in this Warrant and receive answers fromthe Warrant Shares, the Company concerning condition of the Company and the activities suitability of the Company investment in this Warrant 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 Warrant Shares in light of the information conveyed to him. The Purchaser hereby acknowledges that it has been advised that this offering Holder's financial condition and investment needs; and (h) the Holder is a resident of Shares has the state (or if not been registered with, or reviewed bya natural person, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. The Purchaser represents that the Shares are being purchased for Holder made its own account, for investment purposes only and not with a view towards distribution or resale to others. The Purchaser agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. The 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. The execution, delivery and performance by the Purchaser of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which it is bound. The Purchaser has relied solely upon the advice of its own tax and legal advisors decision with respect to this Warrant and the tax and other legal aspects Warrant Shares from its office located in such state) set forth on the signature page of this investment. The Purchaser is purchasing the Shares for its account, and not in any agency, fiduciary or similar capacity. The source of the funds evidencing the Purchase Price are from legally available funds of the PurchaserWarrant.