Representations and Warranties of Subscriber Clause Samples

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscr...

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of each Closing Date: (a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that:

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that: 2.1. No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the Offering of the Securities. 2.2. Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Representations and Warranties of Subscriber. To induce the company to accept this subscription, the Undersigned Subscriber hereby represents and warrants to the Company: A. The Undersigned has had access to the books and records of the Company, and is fully familiar with and understands their contents; it acknowledges that it has had the opportunity to ask questions of and receive answers from the management and from the authorized representatives of the Company concerning the Company and to obtain any additional information necessary to verify the accuracy of the information furnished; has read carefully this Subscription Agreement; and has based the Undersigned's investment decision on such information as is described above and supplied herein. B. The Undersigned understands and acknowledges the following: 1. The Shares are being offered and sold under the applicable exemption from securities registration as provided by the states the securities are sold in. 2. The Undersigned also understands and agrees that stop transfer instructions relating to the securities will be placed in the Company's stock transfer ledger, and that the certificates evidencing the securities sold will bear the legend in substantially the following form: "No sale, offer to sell, or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of said act is then in fact applicable to said shares." C. The Undersigned recognizes any investment in the Company involves substantial risk factors. D. The Undersigned has adequate financial means of providing for its current needs and financial contingencies without the need for liquidity in this investment and has the ability to bear the economic risk of this investment and can afford a complete loss of the purchase price; and the Undersigned has no reason to contemplate any change in the Undersigned's financial circumstances. E. The Undersigned, through its management and advisors, is familiar with, and has the knowledge and expertise in, financial and business matters to evaluate the merits and the risks involved in the purchase of the Shares. F. The representations provided to the Company by the Undersigned are true and correct as of the date hereof and the Undersigned agrees to advise the Company prior to its acceptance of this Subscription of any material change in any of such information. ...

Representations and Warranties of Subscriber. As a material inducement to the Company to enter into this Agreement and issue and sell the Placement Warrants to the Subscriber, the Subscriber represents and warrants to the Company that:

Representations and Warranties of Subscriber. In consideration of the Company’s offer to sell the Securities, and in addition to the purchase price to be paid, Subscriber hereby covenants, represents and warrants to the Company as follows:

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants that: (a) it has the full legal right and power and all authority and approval required to execute, deliver and perform its obligations under this Agreement; (b) it is acquiring the Securities solely for its own account, for present investment and not with a view toward resale or other distribution within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in violation of the Securities Act; provided, however, that by making the representations herein, Subscriber does not agree to hold any of the Securities for any minimum or other specific term and Subscriber reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act; (c) it is an “accredited investor,” within the meaning of Rule 501(a) of Regulation D under the Securities Act; (d) it, either alone or together its representatives, has such knowledge, sophistication and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Securities, and has so evaluated the merits and risk of such investment; (e) it understands that it must bear the economic risk of this investment in the Securities indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment; (f) it has received and reviewed the Offering Materials and has been afforded the opportunity to ask questions of, and receive answers from representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities and to obtain any additional information necessary to verify the accuracy of any information provided by the Company, and in general had access to all information about the Company it deemed necessary to make an informed investment decision with respect to the purchase of the Securities. The Subscriber further represents and warrants that it has consulted with such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.