Representations of the Subscriber Clause Examples
The "Representations of the Subscriber" clause sets out the statements and assurances that the subscriber affirms to be true at the time of entering into the agreement. Typically, this includes confirming the subscriber's legal authority to enter the contract, the accuracy of information provided, and compliance with relevant laws or regulations. By requiring these representations, the clause helps ensure that the subscriber is eligible and qualified to participate, thereby reducing the risk of misrepresentation and protecting the interests of the other party.
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Representations of the Subscriber. The undersigned Subscriber hereby represents, warrants, acknowledges and covenants to the Company as follows:
a) The information provided by the undersigned in this Agreement or otherwise is true and correct in all respects as of the date hereof;
b) The undersigned is fully aware that investment in the Shares of the Company is speculative in nature and subject to numerous and various risks, including but not limited to those the undersigned has discussed with the representatives of the Company;
c) No representations or warranties of any kind with respect to the percentage of profit and/or amount or type of consideration, profit or loss that are to be realized, if any, as a result of this transaction have been made to the undersigned by the Company or any agent, employee, or affiliate of the Company, and that in entering into this transaction he is not relying upon any information other than that derived from the results of his own independent investigation or furnished to him by the Company;
d) The undersigned has been furnished with all materials relating to the Company and its business activities that have been requested.
e) The undersigned has been afforded full opportunity to ask questions of and receive answers from authorized representatives of the Company concerning the terms and conditions of this offering and the undersigned's investment, and all such questions have been answered to the full satisfaction of the undersigned.
f) The undersigned has been afforded the full opportunity to obtain any additional information necessary to verify the accuracy of any representations of information provided to the undersigned.
g) The undersigned is presently a bona fide resident of the state set forth below, and the address and Social Security Number or Federal Taxpayer Identification Number set forth below are the undersigned's true and correct residence and Social Security Number or Federal Taxpayer Identification Number. The undersigned has no present intention of becoming a resident of any other state or jurisdiction. If the undersigned is an estate or trust, it represents and warrants that it was formed under the laws of, and its principal place of business is within, such state and that it was not organized for the purpose of acquiring the Shares offered hereby.
h) The undersigned understands that the sale of the Shares have not been registered under the Act in reliance upon an exemption therefrom for non-public offerings and further understands that th...
Representations of the Subscriber. The Subscriber hereby represents and warrants to, and agrees with, the Corporation as follows:
Representations of the Subscriber. By executing this Subscription Agreement, the Subscriber hereby represents and warrants to the Company that:
(i) Subscriber understands that Subscriber must bear the economic risk of an investment in the Units for an indefinite period of time.
(ii) Subscriber understands that an investment in Company involves certain risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Shares as set forth in the investment materials packet dated February 10, 2000 which were delivered to the Subscriber (the "Investment Materials"), including the document entitled "List of Recent Developments and Risk Factors" included the Investment Materials.
(iii) Subscriber acknowledges that Subscriber has read and carefully reviewed the Investment Materials and has based a decision to invest solely on the information contained in the Investment Materials; acknowledges that the Company has made available to Subscriber the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of the information given to Subscriber in the Investment.
(iv) Subscriber is acquiring the Units for Subscriber's own account as principal for investment and not with a view to resale or distribution. Subscriber will not sell or otherwise transfer the Shares except in accordance with applicable securities laws.
(v) Subscriber is at least 21 years of age, and (a) Subscriber has adequate means of providing for Subscriber's current needs and personal contingencies, (b) Subscriber has no need for liquidity in the investment in the Units, (c) Subscriber maintains a principal domicile (and is not a transient or temporary resident) at the address shown below, (d) all of Subscriber's investments in and commitments to non-liquid investments are, and after Subscriber's purchase of the Units will be, reasonable in relation to Subscriber's net worth and current needs, and (e) the personal financial information provided by Subscriber to the Company in the "Accredited Purchaser Questionnaire" contained in the Investor Materials accurately reflects Subscriber's current financial condition, with respect to which Subscriber does not anticipate any material adverse changes.
(vi) Subscriber understands that the Company shall have the right, in its sole discretion, to accept or reject this subscription, in whole or in part, or to allocate to S...
Representations of the Subscriber. The Subscriber represents and warrants to the Company as follows and acknowledges and understands the significance to the Company of the following representations, and that the Company is relying upon such representations and warranties in connection with the subscription for the Restricted Shares and that the Company would not have entered into this Agreement without such representations and warranties:
Representations of the Subscriber. The Subscriber hereby represents and warrants to the Company that:
(a) the subscription hereunder is being made by the Subscriber as principal for the Subscriber's own account and not for the benefit of any other person;
(b) the Subscriber is a resident of the jurisdiction set out on the signature page hereof;
(c) this agreement constitutes a legal, valid, binding and enforceable obligation of the Subscriber;
(d) the Subscriber will not make any offers to sell the Shares or sell any of the Shares except in accordance with the terms of this Subscription Agreement;
(e) the Subscriber has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Shares, and at the present time, it could afford a complete loss of such investment;
(f) the Subscriber acknowledges that the Company and counsel for the Company will rely upon the accuracy and truth of the Subscriber's representations in Sections 2 and 3 hereof and the Subscriber hereby consents to such reliance;
(g) the Subscriber has access to the same kind of information which would be available in registration statements filed by the Company under the Securities Act;
(h) neither the United States ("U.S.") Securities and Exchange Commission (the "SEC") nor any state securities commission has approved any of the Shares offered or passed upon or endorsed the merits of the offering;
Representations of the Subscriber. The Subscriber hereby agrees and acknowledges that he, she or it is making the representations and warranties set forth in Article V of the Stockholders Agreement. Furthermore, one (1) or more of the statements in the Rule 506(d) and (e) Questionnaire attached hereto at Exhibit A correctly and in all respects describes the Subscriber, and the Subscriber has so indicated by checking the appropriate boxes next to each statement on such exhibit.
Representations of the Subscriber. In connection with, and in consideration of, the sale of the Units, including the shares of common stock included therein and the shares of common stock issuable upon exercise of the Warrants (collectively, the “Securities”), to the undersigned, the undersigned hereby represents and warrants to the Company that the undersigned:
A. Has received, carefully reviewed and is familiar with (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2010; (ii) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 17, 2010 (iii) the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2009; and (iv) any other documents specifically requested by the Investor (all such documents are collectively referred to hereinafter as the “Disclosure Documents”).
B. Has been given access to full and complete information regarding the Company (including the opportunity to meet with Company officers and review all documents as the undersigned may have requested in writing and the opportunity to ask any questions the undersigned may have had) and has utilized such access to the undersigned’s satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Disclosure Documents to the extent reasonably available, necessary to verify the accuracy of information provided in the Disclosure Documents.
C. The undersigned further understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), and there currently is no market for the Company’s common stock.
D. The undersigned realizes that there are significant restrictions on the transferability of the Securities and that for these and other reasons, the undersigned may not be able to liquidate an investment in the Securities for an indefinite period.
E. Can bear the economic risk of an investment in the Securities for an indefinite period of time, can afford to sustain a complete loss of such investment, has no need for liquidity in connection with an investment in the Securities, and can afford to hold the Securities indefinitely.
F. Realizes that the Securities have not been registered for sale under the Act or applicable state securities laws (the “State Laws”) and may be sold only pursuant to registration under the Act (including Regulation S, if applicable) and State Law...
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
(a) is an eligible member and that he or she will maintain his or her eligibility;
(b) is familiar with and that he or she will comply with the Standards; and
(c) will maintain excess professional liability insurance for claims by the Corporation against the Subscriber under clause 3.1 of the Master Agreement.
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement and the Rules and Guidelines for Adjudication contemplated under clause 4.1 of the Master Agreement, may
(a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the acceptance by the Corporation of Certificates of Legal Effect and the right to submit Web-based documentation such as Applications for PID Approval under section 10.2 of the Act, and Applications for First Registration under subsection 11(1) of the Act; and
(b) form the basis of a complaint by the Corporation against the Subscriber to the Registrar of Complaints under section 41 of the Law Society Xxx 0000.
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
a) is an eligible member and that he or she will maintain his or her eligibility;
b) is familiar with and that he or she will comply with the Standards; and
c) will maintain excess professional liability insurance for claims by the Corporation against the Subscriber to a level sufficient to meet the maximum amount that the Corporation can make under clause 3.1(b) of the Master Agreement.
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement may
a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the right to submit electronic instruments under the Land Titles Act;
b) form the basis of a complaint by the Corporation against the Subscriber to the Registrar of Complaints under section 41 of the Law Society Act, 1996, or
c) result in the rejection of any electronic instrument submitted for filing or registration.
Representations of the Subscriber. 2.1 The Subscriber covenants, warrants and represents to the Corporation that the Subscriber:
(a) is an eligible member and that he or she will maintain his or her eligibility;
(b) is familiar with and that he or she will comply with the Standards; and
(c) will maintain excess professional liability insurance in an amount sufficient to meet the amount of any claims that the Corporation can make against the Subscriber, up to the maximum specified paragraph 3.1(b) of the Master Agreement.
2.2 The Subscriber acknowledges that failure to comply with the terms and conditions of this Agreement may
(a) disentitle the Subscriber to some or all of the protection and benefits of the Master Agreement, including but not limited to the right to submit electronic instruments under the Land Titles Act and the Registry Act;
(b) form the basis of a complaint by the Corporation against the Subscriber to the Registrar of Complaints under section 41 of the Law Society Act, 1996, or
(c) result in the rejection of any electronic instrument submitted for filing or registration.