Common use of Representations and Warranties by the Holder Clause in Contracts

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: (a) This Warrant and the Shares issuable upon exercise hereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the Act. (b) The Holder understands that this Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof, and that the Holder bears the economic risk of such investment, unless a subsequent disposition thereof is registered under the Act or is exempt from or not subject to such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of this Warrant and the Shares purchasable pursuant to the terms of this Warrant. (d) The Holder is able to bear the economic risk of the purchase of the Shares.

Appears in 5 contracts

Sources: Warrant Agreement (Archer Aviation Inc.), Warrant Agreement (Archer Aviation Inc.), Warrant Agreement (Atlas Crest Investment Corp.)

Representations and Warranties by the Holder. The By acceptance of this Warrant, the Holder represents and warrants to the Company as follows: (a) This Warrant and the Warrant Shares issuable upon exercise hereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the Act. (b) The Holder understands that this Warrant and the Warrant Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof, and that the Holder bears the economic risk of such investment, unless a subsequent disposition thereof is registered under the Act or is exempt from or not subject to such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Warrant. (d) The Holder is able to bear the economic risk of the purchase of the Warrant Shares.

Appears in 3 contracts

Sources: Warrant Agreement (Industrial Tech Acquisitions II, Inc.), Warrant Agreement (Industrial Tech Acquisitions II, Inc.), Warrant Agreement (Industrial Tech Acquisitions II, Inc.)

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: (a) This Warrant The Warrants and the Shares issuable upon exercise hereof thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the ActAct or other similar laws in any other applicable jurisdictions. (b) The Holder understands that this Warrant the Warrants and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof, and that the Holder bears the economic risk of such investment, unless a subsequent disposition thereof is registered under the Act or is exempt from or not subject to such registration. (c) The Holder is an “accredited investor” (as defined in Section 501 of the Act) and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of this Warrant the Warrants and the Shares purchasable pursuant to the terms of this WarrantWarrant Certificate. (d) The Holder is able to bear the economic risk of the purchase of the Shares.

Appears in 2 contracts

Sources: Warrant Agreement (Genius Sports LTD), Warrant Agreement (Genius Sports LTD)

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: (a) This Warrant and the Shares issuable upon exercise hereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the Securities Act of 1933, as amended (the “Act”). (b) The Holder understands that this Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(24(2) thereof, and that they must be held by the Holder bears indefinitely, and that the Holder must therefore bear the economic risk of such investmentinvestment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempt exempted from or not subject to such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of this Warrant and the Shares purchasable pursuant to the terms of this Warrant. (d) The Holder is able to bear the economic risk of the purchase of the Shares.

Appears in 1 contract

Sources: Accelerator Agreement (T Stamp Inc)

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: (a) : This Warrant and the Shares issuable upon exercise hereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the Securities Act of 1933, as amended (the "Act. (b) "). The Holder understands that this Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(24(2) thereof, and that they must be held by the Holder bears indefinitely, and that the Holder must therefore bear the economic risk of such investmentinvestment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempt exempted from or not subject to such registration. (c) . The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of this Warrant and the Shares purchasable pursuant to the terms of this Warrant. (d) . The Holder is able to bear the economic risk of the purchase of the Shares.

Appears in 1 contract

Sources: Warrant Agreement

Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows: (a) This Warrant The Warrants and the Shares issuable upon exercise hereof thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering within the meaning of the Act. (b) The Holder understands that this Warrant the Warrants and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof, and that the Holder bears the economic risk of such investment, unless a subsequent disposition thereof is registered under the Act or is exempt from or not subject to such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of this Warrant the Warrants and the Shares purchasable pursuant to the terms of this WarrantWarrant Certificate. (d) The Holder is able to bear the economic risk of the purchase of the Shares.

Appears in 1 contract

Sources: Warrant Agreement (Genius Sports LTD)