Representations of Warrant Holder Sample Clauses

The 'Representations of Warrant Holder' clause defines the statements and assurances that the warrant holder must make regarding their authority, capacity, and legal standing to enter into and perform under the warrant agreement. Typically, this clause requires the warrant holder to confirm that they are duly organized, have the power to execute the agreement, and that their participation does not violate any laws or other agreements. By including these representations, the clause ensures that the issuer can rely on the warrant holder’s legal ability to fulfill their obligations, thereby reducing the risk of disputes or invalid transactions.
Representations of Warrant Holder. In connection with the issuance of this Warrant, the Warrant Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (a) The Warrant Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Warrant Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (b) The Warrant Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. (c) The Warrant Holder acknowledges that it can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Warrant Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.
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Representations of Warrant Holder. The Warrant Holder represents, warrants and acknowledges to the Company that: (a) it is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933; (b) it has been furnished with and has carefully read all documents that the Holder has deemed necessary in connection with its investment in the Warrant and is aware of the merits and risks of an investment in the Warrant to be purchased by it and, due to its knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of such investment; (c) it has been given the opportunity to ask questions of, and receive answers from, the Company (including its authorized representatives) concerning the terms and conditions of the Warrant to be purchased by it and other matters pertaining to an investment in the Warrant, in order for the Warrant holder to evaluate the merits and risks of an investment in the Warrant to be purchased by it to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (d) it is aware this Warrant has not been registered under the Securities Act, or any state securities or blue sky laws and, therefore, the Warrant cannot be resold unless it is registered under such laws or unless an exemption from registration thereunder is available; (e) it is purchasing the Warrant for its own account for investment, and not with a view to, or for resale in connection with the distribution thereof, and has no present intention of distributing or reselling the Warrant; and (f) in making the foregoing representations, it is aware that it must bear, and is able to bear, the economic risk of such investment for an indefinite period of time
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Representations of Warrant Holder. Unless the Company issues the Warrant Shares to the Warrant Holder pursuant to an effective registration statement filed under the Securities Act and such sale is made in accordance with said registration statement, by delivery of the Notice of Exercise, and as a condition to the exercise of this Warrant, the Warrant Holder covenants, represents and warrants that as of the date any Warrant Shares are issued (these covenants, representations and warranties, including the representations and warranties of the Warrant Holder as to the contents of any statement under subsection (d), shall survive the date any Warrant Shares are issued, and the Company shall have the right to seek any available remedy based upon any breach of such covenants, representations and warranties): (a) the Warrant Holder is acquiring the Warrant Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that (unless it is Kreditanstalt fur Wiederaufbau) it or such account, as the case may be, is an "accredited investor" as defined in Rule 501(a) of Regulation D of the Securities Act. In the case of Kreditanstalt fur Wiederaufbau, since it has such knowledge and experience in financial, business and investment matters, including the airline industry and businesses and operations of companies that operate in lines of business similar to the Company, it believes it is capable of evaluating the terms and conditions, merits and risks of the transactions described herein and the investment contemplated hereby and it is familiar with the risks associated with such industry and businesses, and therefore considers itself a sophisticated investor in connection with the investment contemplated hereby. The Warrant Holder is not registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or a member of the National Association of Securities Dealers, Inc.; and (b) the Warrant Holder is acquiring the Warrant Shares for investment purposes and not with a view to distribution thereof; provided, however, that by making the representation herein, the Warrant Holder reserves the right to dispose of the Warrant Shares in accordance with or pursuant to an effective registration statement or an exemption from registration under the Securities Act; and (d) the delivery of the Warrant Shares has not been registered under the Securities Act or any applicable state securities laws, and consequen...
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Representations of Warrant Holder. Warrant Holder acknowledges that Warrant Holder has received, read and understood the Warrant Agreement and agrees to abide by and be bound by its terms and conditions.
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Representations of Warrant Holder. The Warrant Holder represents and warrants to the Company that it: a. Has received the Letter of the Company dated January 13, 1997 relating to the cashless exercise. b. Understands that the Warrant Shares issued upon exercise of the Warrant are "Restricted Securities" as such term is defined in the Securities Act of 1933, as amended, and may only be resold pursuant to registration thereunder or pursuant to an exemption thereunder, including Rule 144.
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Representations of Warrant Holder. (a) By accepting this Warrant, the Warrant Holder hereof represents that this Warrant is acquired for the Holder’s own account for investment purposes and not with a view to any offering or distribution and that the Warrant Holder has no present intention of selling or otherwise disposing of the Warrant or any portion hereof or the underlying shares of Series A Common Stock in violation of applicable securities laws. (b) Warrant Holder is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933.
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Representations of Warrant Holder 
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Related to Representations of Warrant Holder

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof: (i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized. (ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement. (iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. (v) It has the right to enter into this Agreement without the consent of any third party. (vi) It is the holder of the respective Note for its own account in the ordinary course of its business. (vii) It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated hereby. (viii) It is a Qualified Transferee.

  • Representations of Optionee Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Representations of Stockholder Stockholder represents and warrants to BK that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto and the Existing Voting Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

  • Representations of the Purchasers Each Purchaser represents as follows: