Investment Representations and Warranties Sample Clauses
The Investment Representations and Warranties clause requires parties, typically investors, to affirm certain facts about their legal status, authority, and intent regarding the investment. For example, investors may need to confirm they have the financial capacity to invest, are not restricted by law from participating, and are acquiring securities for their own account rather than for resale. This clause serves to protect the issuer by ensuring that all investors meet legal and regulatory requirements, thereby reducing the risk of future disputes or regulatory violations.
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Investment Representations and Warranties. (i) Such Purchaser has determined that the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares are a suitable investment for such Purchaser. Such Purchaser is acquiring the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares, as applicable, pursuant to the Class B Preference Issuance for its own account with the present intention of holding such securities for purposes of investment, and has no intention of selling such securities in a public distribution in violation of the federal securities Laws or any applicable state securities Laws; provided, that nothing contained herein shall prevent such Purchaser and subsequent holders of the Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares from transferring such securities in compliance with the provisions of the A&R Memorandum and Articles of Association, the A&R Shareholders Agreement and applicable securities Laws.
(ii) Such Purchaser acknowledges and understands that the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares are characterized as “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 such securities may be resold without registration under the Securities Act only in certain limited circumstances exempt from such registration.
(iii) Such Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act.
(iv) To the extent waivable by Law, such Purchaser is not a “benefit plan investor,” as described below, as of the date hereof, and agrees to notify the Company immediately if such Purchaser becomes a “benefit plan investor.” The term “benefit plan investor” refers to: (A) any “employee benefit plan,” as defined in, and subject to the fiduciary responsibility provisions of, ▇▇▇▇▇, (B) any “plan,” as defined in and subject to Section 4975 of the Code, and (c) any entity (a “Plan Assets Entity”) deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plans or plans due to investments made in such entity by already described benefit plan investors. “Benefit plan investors” include corporate pension and profit sharing plans, “simplified employee pension plans,” ▇▇▇▇▇ plans for self-employed individuals (including partners), individual retirement accounts, medical benefit plans, l...
Investment Representations and Warranties. The Purchaser understands that the offering and sale of the Securities have not been registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser acknowledges that, except as set forth in the Investor Rights Agreement, the Company has no obligation to register or qualify the Securities for resale.
Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows:
(a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement.
(b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner.
(c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock i...
Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.
Investment Representations and Warranties. The Investor hereby represents and warrants that, it (i) as of the date of this Agreement is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act and has such knowledge and experience in financial and business matters as to be able to protect its own interests in connection with an investment in the Securities. The Investor further represents and warrants that (x) it is capable of evaluating the merits and risk of such investment, and (y) that it has not been organized for the purpose of acquiring the Securities and is an “institutional account” as defined by FINRA Rule 4512(c). The Investor understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.
Investment Representations and Warranties. Each Purchaser hereby represents and warrants to the Company the following:
(a) Such Purchaser will acquire the Shares to be purchased by him, her or it for his, her or its own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same.
(b) Such Purchaser understands that the Shares to be purchased by him, her or it: (i) will not be registered under the Securities Act or the securities laws of any state, by reason of their issuance in a transaction exempt from the registration or qualification requirements of the Securities Act (defined below) or such securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser's representations as expressed herein, and (ii) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration.
(c) The Purchaser is an "accredited investor," as defined in Rule 501 (the provisions of which are known to such Purchaser) promulgated under the United States Securities Act of 1933, as amended (the "Securities Act").
(d) The Purchaser understands the Company has made no assurance that a public market for the Shares or any other class or series of Company capital stock will exist in the future.
(e) Based on such Purchaser's knowledge, experience and skill in evaluating and investing in securities derived from actual participation in financial, investment and business matters, such Purchaser is capable of evaluating the merits and risks of an investment in the Shares and the suitability of the Shares as an investment for such Purchaser.
(f) The Purchaser has had an opportunity to discuss the business, management and financial affairs of the Company and the terms and conditions of an investment in the Shares with, and has had access to, the management of the Company.
(g) The Purchaser is aware that no guarantees have been or can be made respecting the future value, if any, of the Shares or the profitability or success of the business of the Company.
Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that:
(a) (i) such Exchanging Partner has received and reviewed
(A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and
(B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “SEC Reports”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock.
Investment Representations and Warranties. (a) The Investor is acquiring the Convertible Preferred Stock to be acquired hereunder for its own account, for investment and not with a view to the distribution thereof, and without any present intention of distributing the same.
(b) The Investor understands that the Convertible Preferred Stock has not been, and will not upon issuance be, registered or qualified under the Securities Act, or any applicable state securities laws, by reason of its issuance in a transaction exempt from the registration or qualification requirements of the Securities Act and such laws, that the Convertible Preferred Stock and any Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification, and that the certificates representing the shares of Preferred Stock will carry appropriate legends with respect to the foregoing.
(c) The Investor will be an "accredited investor" at the Closing within the meaning of Rule 501(a) promulgated under the Securities Act.
(d) The Investor (i) has been furnished with or has had access to the information that such Investor has requested from the Company sufficient to enable the Investor to evaluate the merits and risks of an investment in the Convertible Preferred Stock, (ii) has had an opportunity to discuss with, and ask questions of, management of the Company the intended business and financial affairs of the Company, and (iii) has generally such knowledge and experience in business and financial matters so as to enable the Investor to understand and evaluate the risks of and form an investment decision with respect to its investment in the Convertible Preferred Stock.
(e) The Investor has no need for liquidity in its investment in the Convertible Preferred Stock and is able to bear the economic risk of its investment in the Convertible Preferred Stock and the complete loss of all of such investment.
(f) The Investor understands that there is no public market for the Convertible Preferred Stock and that the transferability of the Convertible Preferred Stock is restricted.
(g) The Investor recognizes that an investment in the Company involves certain risks, and has taken full cognizance of, and understands all of, the risk factors related to the purchase of the Convertible Preferred Stock.
Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that:
(i) Such Exchanging Partner has received and reviewed
(A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and
(B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “SEC Reports”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock.
(ii) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock,
(A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock,
(B) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and
(C) is capable of bearing the economic risk of such investment.
(iii) (A) Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of the regulations promulgated under the Securities Act.
Investment Representations and Warranties. (a) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.
(b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof.
(c) Based on the terms of this Agreement and in reliance on the representations and warranties of the Company herein, Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Common Shares, the Option and the Preferred Shares. Purchaser has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to enter into this Agreement and consummate the transactions contemplated hereby, and to make an informed investment decision with respect to the Common Shares, the Option and the Preferred Shares to be issued to Purchaser. Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Common Shares, the granting of the Option and the offering of the Preferred Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access. The foregoing, however, does not in any way limit or modify the representations and warranties made by the Company in Article II.
(d) The Common Shares and the Preferred Shares to be issued to Purchaser, and the Option to be granted to Purchaser, are being acquired for its own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. There are no other agreements, arrangements or understandings pursuant to which Purchaser has agreed to purchase shares of the Company’s Common Stock.
(e) Purchaser understands that (i) neither of the Common Shares, the Option nor the Preferred Shares have not been registered under the Securities Act because of their issuance in a transaction exempt from the registration requirements of the Securities Act, (iii) the Common Shares, the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares can only be disposed of if such disposition is either registered under the Securities Act or is exem...