Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering; (ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum; (iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company; (iv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this Agreement, the Memorandum, the Stockholders' Agreement, the Four Year Note or the Pledge Agreement, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on such documents and the independent investigations made by him and, to the extent believed by Purchaser to be appropriate, his representatives, including his own professional, financial, legal, tax and other advisors; (v) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his investment in the Shares;
Appears in 1 contract
Additional Investment Representations. (ia) Purchaser has carefully reviewedSuch Purchaser's financial situation is such that it can afford to bear the economic risk of holding New Equity Investment Shares for an indefinite period of time and can afford to suffer complete loss of its investment in New Equity Investment Shares; (b) such Purchaser's knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of the investment in New Equity Investment Shares, is familiar with and understands the Memorandum, the Stockholders' as contemplated by this Agreement, or has been advised by a representative possessing such knowledge and experience; (c) such Purchaser understands that New Equity Investment Shares are a speculative investment which involves a high degree of risk of loss of its investment therein, there are substantial restrictions on the Four Year Notetransferability of New Equity Investment Shares, and, on the Pledge AgreementConsummation Date and for an indefinite period following the Consummation Date, there will be no public market available to the Option Agreement Purchasers for New Equity Investment Shares; (d) such Purchaser understands and has taken cognizance of all the other documentsrisks related to the purchase of New Equity Investment Shares, records and informationand, if anyexcept as set forth herein, requested by Purchaser no representations or otherwise supplied by the Company in connection with the Offering;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser warranties have been made available to such Purchaser concerning New Equity Investment Shares, the Company or delivered their prospects or other matters; (e) in making its decision to Purchaserpurchase New Equity Investment Shares hereby subscribed for, except such Purchaser has relied upon independent investigations made by it and, to the extent otherwise addressed in the Memorandum;
believed by such Purchaser to be appropriate, its representatives, including its own professional, financial, tax and other advisors; and (iiif) such Purchaser is fully familiar with the business and operations of the Company Company, and has had an it and its representatives have examined all documents and have been given the opportunity to ask questions of of, and to receive answers from from, the Company concerning the terms and conditions of his investment the purchase of New Equity Investment Shares and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or to obtain any of the Company's affiliates is contrary to the additional information contained in this Agreement, the Memorandum, the Stockholders' Agreement, the Four Year Note or the Pledge Agreement, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on which such documents and the independent investigations made by him and, to the extent believed by Purchaser to be appropriate, his representatives, including his own professional, financial, legal, tax and other advisors;
(v) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his investment in the Shares;its representatives deem necessary.
Appears in 1 contract
Sources: Subscription Agreement (Cluett Peabody & Co Inc /De)
Additional Investment Representations. (i) Purchaser The Investor has carefully reviewed, is familiar with and understands each of the Memorandum, Articles of Incorporation and Bylaws of the Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement Company and the other documents, records and information, if any, requested by Purchaser the Investor or otherwise supplied by the Company in connection with the OfferingCompany;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser the Investor have been made available or delivered to Purchaser, except to the extent otherwise addressed in the MemorandumInvestor;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or affiliate any of the Company's affiliates Company is contrary to the information contained in this Agreement, the Memorandum, the Stockholders' Agreement, the Four Year Note or the Pledge Agreementherein, and Purchaser the Investor acknowledges and agrees that in making his its decision to purchase the Shares he Securities it has relied solely on such documents its own information, the information provided to the Investor by the Company pursuant to this Subscription Agreement, and the other documents, records and information requested by the Investor and independent investigations made by him the Investor and, to the extent believed by Purchaser the Investor to be appropriate, his the Investor's representatives, including his the Investor's own professional, financial, legal, tax and other advisors;
(iv) The Investor qualifies as an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act, and the information set forth on the signature page hereto is true and correct in all material respects;
(v) Purchaser acknowledges that The Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;
(vi) The Investor has the requisite corporate power and authority and full legal right to enter into the Transaction Documents to perform, observe and comply with all of its agreements and obligations hereunder and thereunder;
(vii) The execution and delivery of the Transaction Documents, the performance by the Investor of all of its agreements and obligations under the Transaction Documents, have been duly authorized by all necessary corporate action on the part of the Investor;
(viii) The Investor is authorized and otherwise duly qualified to purchase and hold the Securities and the Investor has not been formed for the specific purpose of purchasing the Securities;
(ix) Assuming the due execution and delivery of the Transaction Documents by the Company, each of the Transaction Documents is a valid and binding -7- ------------------------- ------------------- CUSIP NO. 450707 10 4 13D PAGE 13 OF 39 PAGES ------------------------- ------------------- obligation of the Investor, enforceable against the Investor in reliance upon certain federal accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating; to creditors rights generally and state securities law exemptions(ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and
(x) None of the following has ever been represented, has provided Purchaser with less guaranteed or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant warranted to the Securities Act had been prepared and made available to Purchaser Investor by or if on behalf of the Shares had been registered pursuant to Company:
(A) that the Securities Act. The foregoing notwithstanding, Company will be profitable or that the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his Investor will realize tax benefits in connection with an investment in the Shares;Securities, or that the Investor will realize profits or losses, as a result of its investment in the Securities; or
(B) that the past, performance or experience on the part of any officer, director, stockholder, employee, agent or affiliate thereof, or any employee, agent or affiliate of the Company will in any way indicate the predictable results of ownership of capital stock of the Company or of the overall venture.
Appears in 1 contract
Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the Stockholders' , Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offeringoffering;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this Agreement, the Memorandum, the Stockholders' , Agreement, the Four Year Note or the Pledge Agreement, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on such documents and the independent investigations made by him and, to the extent believed by Purchaser to be appropriate, his representatives, including his own professional, financial, legal, tax and other advisors;
(v) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his investment in the Shares;
Appears in 1 contract
Additional Investment Representations. (i) Purchaser The Investor has carefully reviewed, is familiar with and understands each of the Memorandum, Articles of Incorporation and Bylaws of the Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement Company and the other documents, records and information, if any, requested by Purchaser the Investor or otherwise supplied by the Company in connection with the OfferingCompany;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser the Investor have been made available or delivered to Purchaser, except to the extent otherwise addressed in the MemorandumInvestor;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or any affiliate of the Company's affiliates Company is contrary to the information contained in this Agreement, the Memorandum, the Stockholders' Agreement, the Four Year Note or the Pledge Agreementherein, and Purchaser the Investor acknowledges and agrees that in making his its decision to purchase the Shares he it has relied solely on such documents its own information, the information provided to the Investor by the Company pursuant to this Subscription Agreement, and the other documents, records and information requested by the Investor and independent investigations made by him the Investor and, to the extent believed by Purchaser the Investor to be appropriate, his the Investor's representatives, including his the Investor's own professional, financial, legal, tax and other advisors;
(viv) Purchaser The Investor acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser the Investor with less or different information than Purchaser the Investor would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser the Investor or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser the Investor is sufficient to allow Purchaser the Investor to make a knowledgeable and informed decision regarding his its investment in the Shares;
(v) The Investor qualifies as an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act, and the information set forth on the signature page hereto is true and correct in all material respects;
(vi) The Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;
(vii) The Investor has the requisite corporate power and authority and full legal right to enter into this Subscription Agreement and to perform, observe and comply with all of its agreements and obligations hereunder;
(viii) The execution and delivery of this Subscription Agreement and the performance by the Investor of all of its agreements and obligations under this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Investor;
(ix) The Investor is authorized and otherwise duly qualified to purchase and hold the Shares, and the Investor has not been formed for the specific purpose of purchasing the Shares unless (in the case of a partnership or corporation) all of its equity owners qualify as accredited individual investors under Rule 501 of Regulation D promulgated under the Securities Act;
(x) Assuming the due execution and delivery of this Subscription Agreement by the Company, this Subscription Agreement is a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and
(xi) Horn of the following has ever been represented, guaranteed or warranted to the Investor by or on behalf of the Company:
(A) that the Company will be profitable or that the Investor will realize profits or losses, as a result of its investment in the Shares; or
(B) that the past performance or experience on the part of any officer, director, stockholder, employee, agent or affiliate thereof, or any employee, agent or affiliate of the Company will in any way indicate the predict-able results of ownership of capital stock of the Company or of the overall venture.
Appears in 1 contract
Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement Other Purchaser Agreements and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering and further understands that certain information set forth in the Memorandum is inapplicable to the Offering hereunder including, without limitation, certain information regarding the offering price of shares of Common Stock and the exercise price of Options and all provisions therein regarding the 1996 Employee Stock Option Plan;
(ii) Purchaser acknowledges that (w) the company has previously conducted an offering of its Common Stock pursuant to the terms and conditions set forth in the Memorandum (the 111996 Offering"), (x) certain terms and conditions of the Offering are different than those which governed the 1996 Offering, (y) the Purchase Price at which the Shares are being offered to Purchaser is different than the purchase price offered to offerees of the 1996 Offering and (z) to the extent Purchaser is granted Options, such options shall not be granted to Purchaser pursuant to the Company 1996 Employee Stock Option Plan (the 1996 Plan"), and accordingly, Purchaser shall have no right to participate in the 1996 Plan, any reference to the 1996 Plan in the Memorandum, including any reference to Purchaser becoming a party to a Stock Option Agreement under the 1996 Plan, being inapplicable to the Offering;
(iiiii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum;
(iiiiv) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his Purchaser's investment and the financial condition, operations and prospects of the Company;
(ivv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this Agreement, the Memorandum, the Stockholders' Agreement, the Four Year Note Memorandum or the Pledge AgreementOther Purchaser Agreements, and Purchaser acknowledges and agrees that in making his Purchaser's decision to purchase the Shares he Shares, Purchaser has relied solely on such documents and the independent investigations made by him Purchaser and, to the extent believed by Purchaser to be appropriate, his Purchaser's representatives, including his Purchaser's own professional, financial, legal, tax and other advisors;
(vvi) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his Purchaser's investment in the Shares;
Appears in 1 contract
Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement Other Purchaser Agreements and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his Purchaser's investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this Agreement, the Memorandum, the Stockholders' Agreement, the Four Year Note Memorandum or the Pledge AgreementOther Purchase Agreements, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on such documents and the independent investigations made by him and, to the extent believed by Purchaser to be appropriate, his Purchaser's representatives, including his Purchaser's own professional, financial, legal, tax and other advisors;
(v) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his investment in the Shares;
Appears in 1 contract
Additional Investment Representations. (i) Purchaser has carefully reviewed, is familiar with and understands the Memorandum, the 1993 Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering;
(ii) All documents, records and information pertaining to an investment in the Company which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this Agreement, the Memorandum, the 1993 Stockholders' Agreement, the Four Year Note or the Pledge Agreement, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on such documents and the independent investigations made by him and, to the extent believed by Purchaser to be appropriate, his representatives, including his own professional, financial, legal, tax and other advisors;
(v) Purchaser acknowledges that the Company, (A) has adequate means of providing for his current financial needs and possible personal contingencies and has no need for liquidity in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his investment in the Shares, (B) can bear the economic risk of losing his entire investment in the Shares, (C) has such knowledge and experience in financial matters that he is capable of evaluating the relative risks and merits of his purchase of the Shares, (D) is familiar with the nature of, and risks attendant to, his purchase of the Shares, and (E) has determined that the purchase of the Shares is consistent with Purchaser's financial objectives;
(vi) Purchaser realizes that he may not be able to sell or dispose of the Shares even in the event of a personal emergency. Purchaser's overall commitment to investments which are not readily marketable (including his investment in the Shares) is not disproportionate to his net worth;
(vii) The address set forth on the signature page hereof is Purchaser's true and correct residence, and Purchaser has no present intention of becoming a domiciliary of any other state or jurisdiction;
(viii) Purchaser has no reason to anticipate any change in his circumstances, financial or otherwise, which may cause or require any sale or disposition by him of any of the Shares;
(ix) This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser enforceable against him, his successors and assigns, including, but not limited to, his estate and his spouse, in accordance with its terms;
(x) Assuming the due execution and delivery of this Agreement by the Company, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy: insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and
(xi) The Company has not guaranteed, represented or warranted to Purchaser either that (A) the Company will be profitable or that Purchaser will realize profits, as a result of his investment in the Shares or (B) the past performance or experience on the part of any officer, director, stockholder, employee, agent, representative or affiliate thereof, or any employee, agent, representative or affiliate of the Company will in any way indicate the predictable results of ownership of the Shares.
Appears in 1 contract
Additional Investment Representations. The Executive represents and warrants that (i) Purchaser has carefully reviewed, the Executive's financial situation is familiar with such that the Executive can afford to bear the economic risk of holding the Restricted Stock for an indefinite period of time and understands suffer complete loss of the Memorandum, Executive's investment in the Stockholders' Agreement, the Four Year Note, the Pledge Agreement, the Option Agreement and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering;
Restricted Stock; (ii) All documentsthe Executive's knowledge and experience in financial and business matters (and, records in particular, with respect to the Company) are such that the Executive is capable of evaluating the merits and risks of the Executive's investment in the Restricted Stock; (iii) the Executive understands that the Restricted Stock is a speculative investment which involves a high degree of risk of loss of the Executive's investment therein, that there are substantial restrictions on the transferability of the Restricted Stock and that on the date of this Agreement and for an indefinite period following such date there will be no public market for the Restricted Stock and, accordingly, it may not be possible to liquidate the Executive's investment in the Company at all, including in case of emergency; (iv) the Executive and the Executive's representatives, including the Executive's professional, tax and other advisors, have carefully reviewed the financial and other information pertaining with respect to the Company, and its subsidiaries (including with respect to the Merger) supplied to them and the Executive understands and has taken cognizance of (or has been advised by the Executive's representatives as to) all the risks related to an investment in the Company which have been requested by Purchaser have been made available or delivered Restricted Stock; (v) in making the Executive's decision to Purchaser, except to the extent otherwise addressed invest in the Memorandum;
(iii) Purchaser is fully familiar with the business and operations of the Company and has had an opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of his investment and the financial condition, operations and prospects of the Company;
(iv) No oral or written statement, printed material or inducement given or made by the Company or any of the Company's affiliates is contrary to the information contained in this AgreementRestricted Stock hereunder, the Memorandum, the Stockholders' Agreement, the Four Year Note or the Pledge Agreement, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he Executive has relied solely on such documents and the upon independent investigations made by him the Executive and, to the extent believed by Purchaser the Executive to be appropriate, his the Executive's representatives, including his the Executive's own professional, financial, legal, tax and other advisors;
; (vvi) Purchaser acknowledges that the Executive and the Executive's representatives have received and read this Agreement, the Stockholders Agreement, the Merger Agreement and all other documents related to and executed or to be executed in connection with the transactions contemplated hereby and thereby, and have been given the opportunity to examine for a reasonable time prior to the date hereof all documents and to ask questions of, and to receive answers from, the Company, in reliance upon certain federal Confetti and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) their respective representatives concerning the terms and conditions of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is sufficient to allow Purchaser to make a knowledgeable and informed decision regarding his investment in the Shares;Restricted Stock and to obtain any additional information which Confetti and its subsidiaries possess or can acquire without unreasonable effort or expense, necessary to verify the accuracy of the information supplied to it, and the Executive and the Executive's representatives have received all additional information requested by them, and no representations have been made to the Executive or such representatives concerning the Restricted Stock, their respective affiliates, their businesses or prospects or other matters, except as set forth in this Agreement; and (vii) the Executive is an officer of the Company holding the position of Chief Financial Officer as of the date hereof, is familiar with the operations and businesses of the Company, has access to all material financial and other information available from the Company, and has significant business experience in the party goods or similar business and, in any such case, expects, after the Merger, to be an officer of the Company.
Appears in 1 contract