Representations of Investor Clause Examples
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Representations of Investor. In connection with the sale of the Series A Preferred Units to me, I hereby acknowledge and represent to the Company as follows: I hereby acknowledge receipt of a copy of the Confidential Private Placement Memorandum of the Company, dated on or about July 6, 2018, (the “Memorandum”), relating to the offering of the Series A Preferred Unit.
a. I have carefully read the Memorandum, including the section entitled “Risks Factors”, and have relied solely upon the Memorandum and investigations made by me or my representatives in making the decision to invest in the Company. I have not relied on any other statement or printed material given or made by any person associated with the offering of the Series A Preferred Units.
b. I have been given access to full and complete information regarding the Company (including the opportunity to meet with the Chief Executive Officer of the Company and review all the documents described in the Memorandum and such other documents as I may have requested in writing) and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Memorandum.
c. I am experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in the Series A Preferred Units, and do not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, I have used a knowledgeable representative in connection with my decision to purchase the Series A Preferred Units).
d. I understand that an investment in the Series A Preferred Units is highly speculative and involves a high degree of risk. I believe the investment is suitable for me based on my investment objectives and financial needs. I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity of investment with respect to the Series A Preferred Units. I can bear the economic risk of an investment in the Series A Preferred Units for an indefinite period of time and can afford a complete loss of such investment.
e. I understand that there may be no market for the Series A Preferred Units, that there are significant restrictions on the transferability of the Series A Preferred Units and that for these and other reasons, I may not be able to liquidate an investment in the Series A Preferred Units for an indefinite period of time.
f. I have been advi...
Representations of Investor. The Investor represents as follows:
(a) That the Investor has had the opportunity to review all relevant material of PAZOO to the satisfaction of the Investor and that the Investor is not relying upon the verbal representation made by any officer, employee or agent of PAZOO; and
(b) That the Investor is an accredited investor as defined by SEC Rule 501 and have sufficient net worth and/or income to be able to bear the economic risk of such an investment; and
(c) That the Investor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such an investment or have access to advisors, consultants or other counsel who have such knowledge; and
(d) That the Investor has determined that the Investment is a suitable investment for it and meets its investment objectives and financial needs, and that the Investor has adequate means for providing for current financial needs and contingencies and has no need for liquidity if the Investment is rendered worthless; and
(e) That the Investor recognizes PAZOO is a start up company and that the Investment is highly speculative and involves a high degree of risk, including the possible insolvency of PAZOO.
(f) That the Investor will execute a Subscription Agreement, for each portion of the Investment and that PAZOO may rely upon any representations made in any Subscription Agreement.
(g) That the Investor acknowledges that at no time shall investor beneficially own (whether through conversion of the Series A Preferred Stock, exercise of any common stock Warrant, or the acquisition of the common stock of PAZOO through public or private transactions) more than 4.99% of the outstanding common stock of PAZOO, or such lesser amount in the event the definition of “Affiliate” be changed, modified or revised.
Representations of Investor. Investor hereby represents and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Date:
Representations of Investor. In connection with the sale of the REG-CF SAFE to me, I hereby acknowledge and represent to the Company as follows:
a. I hereby acknowledge receipt of a copy of the Form C, and all exhibits and appendices thereto, filed by the Company with the U.S. Securities and Exchange Commission on June 14, 2021 (as such Form C may be amended, updated or supplemented from time to time, the “Form C”) relating to the Company’s offering of REG-CF SAFEs pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act”), as well as a copy of the form of REG-CF SAFE attached thereto. I hereby specifically accept and adopt each and every provision of the REG-CF SAFE and agreed to be bound thereby.
b. I have carefully read the Form C, including the section thereof titled “Risks Factors,” and have carefully reviewed the information and documents contained therein and attached thereto. I understand that the information and documents contained in and attached to the Form C are important to a review and understanding of the Company’s offering of REG-CF SAFEs. I have relied solely upon the Form C and investigations made by me or my representatives in making the decision to purchase a REG-CF SAFE. No statement, printed material or inducement has been given or made by any person associated with the offering of the REG-CF SAFEs which was contrary to the information in the Form C.
c. I have been given access to full and complete information regarding the Company (including the opportunity to meet with members of management of the Company, and review all of the documents described in the Form C and such other documents as I may have requested in writing) and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Form C.
d. I am experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in a REG-CF SAFE, and do not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, I have used a knowledgeable representative who has such knowledge and experience in financial or business matters who it is capable of evaluating the merits and risks of the investment in a REG-CF SAFE in connection with my decision to purchase a REG-CF SAFE).
e. I understand that an investment in the REG-CF SAFE is highly speculative and involves a high degree of risk. I belie...
Representations of Investor. Investor hereby represents and warrants to Company as follows:
Representations of Investor. As a material inducement to HI to enter into this Agreement and sell the Shares hereunder, Investor represents and warrants to HI as follows:
Representations of Investor. As of the date hereof, Investor hereby confirms the representations and warranties made by Investor in Section 5 of the Purchase Agreement.
Representations of Investor. The Investor represents as follows:
(a) That the Investor has had the opportunity to review all relevant material of PAZOO to the satisfaction of the Investor and that the Investor is not relying upon the verbal representation made by any officer, employee or agent of PAZOO; and
(b) That the Investor is an accredited investor as defined by SEC Rule 501 and have sufficient net worth and/or income to be able to bear the economic risk of such an investment; and
(c) That the Investor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such an investment or have access to advisors, consultants or other counsel who have such knowledge; and
(d) That the Investor has determined that the Investment is a suitable investment for them and meets its investment objectives and financial needs, and that the Investor has adequate means for providing for current financial needs and contingencies and has no need for liquidity if the Investment is rendered worthless; and
(e) That the Investor recognizes PAZOO is a start up company and that the Investment is highly speculative and involves a high degree of risk, including the possible insolvency of PAZOO.
(f) That the Investor will execute a Subscription Agreement, in substantially the same form as set forth on Exhibit B, for each portion of the Investment and that PAZOO may rely upon any representations made in any Subscription Agreement.
Representations of Investor. In connection with the sale of the Promissory Notes to me, I hereby acknowledge and represent to the Company as follows: I hereby acknowledge receipt of a copy of the Confidential Private Placement Memorandum of the Company, dated on or about 01/01/2021, (the “Memorandum”), relating to the offering of the Promissory Note.
Representations of Investor. In connection with the sale of the Common Stocks to me, I hereby acknowledge and represent to the Company as follows: I hereby acknowledge receipt of a copy of the Confidential Private Placement Memorandum of the Company, dated on or about 04/06/2020, (the “Memorandum”), relating to the offering of the Common Stock.