Representations and Warranties of Investor Clause Samples
POPULAR SAMPLE Copied 1 times
Representations and Warranties of Investor. Investor represents and warrants to the Company as follows:
(a) At the time Investor was offered the Note, Investor was, and on the date Investor receives the Note will be, an “accredited investor” as defined by Rule 501(a) under the Securities Act, and Investor is capable of evaluating the merits and risks of Investor’s investment in the Company and has the capacity to protect Investor’s own interests.
(b) Investor understands that the Note is not presently registered under the Securities Act and may never become registered under the Securities Act. Investor acknowledges that neither the Note nor any shares of Common Stock obtained upon conversion of the Note or exercise of the Warrant can be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, unless such Note or Common Stock, as the case may be, is registered under the Securities Act, or if in the opinion of counsel satisfactory to the Company, such sale, transfer, pledge, hypothecation, assignment or disposition is exempt from such registration requirements. The Investor understands that it may have to hold the Note and any shares of Common Stock obtained upon conversion of the Note or exercise of the Warrant for an indefinite period of time, and that the Investor might have to bear the complete economic loss of its investment in the Company.
(c) Investor acknowledges and understands that the Note is being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Note in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws. Investor acknowledges and understands that an investment in the Note is not a liquid investment.
(d) Investor acknowledges that the Note is not a publicly traded security. Investor acknowledges and understands that there is no public market for any of the Note and no assurance can be given that any public market will ever develop or if developed that any such market will be sustained.
(e) Investor acknowledges that Investor has had the opportunity to ask questions of, and receive answers from the Company or any person acting on the Company's behalf concerning the Com...
Representations and Warranties of Investor. Investor hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date:
Representations and Warranties of Investor. The Investor represents and warrants to the Company that:
Representations and Warranties of Investor. Investor represents and warrants to the Company that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:
Representations and Warranties of Investor. Each Investor represents and warrants to the Company that:
Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects, as of the date of each Closing:
Representations and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that:
Representations and Warranties of Investor. The Investor represents and warrants to the Company with respect to the purchase of Securities under this Agreement as follows:
i. This Agreement constitutes the Investor's valid and legally binding obligation, enforceable in accordance with its terms.
ii. The Investor is acquiring the Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act of 1933, as amended (the "Act"). The Investor understands that the Securities have not been registered under the Act or any applicable state securities laws by reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed herein.
iii. The Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment in the Securities. The Investor has received satisfactory and complete information concerning the business and financial condition of the Company in response to the Investor's inquiries.
iv. The Investor realizes that the acquisition of the Securities will be a highly speculative investment. The Investor is able, without impairing the Investor's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Investor's investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial and operating history and the investment in the Company involves substantial risks. The Investor understands all of the risks related to the acquisition of the Securities. By virtue of the Investor's experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor's investment in the Company and has the capacity to protect the Investor's own interests.
v. The Investor understands that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the Securities. The Investor is aware of Rule 144 promulgated under the Act that p...
Representations and Warranties of Investor. The Investor hereby represents and warrants to the Company as follows as of the date hereof and as of the Closing:
Representations and Warranties of Investor. Investor hereby represents and warrants to Company as of the Closing as follows: