Representations and Warranties of the Investor regarding the Company Common Stock and the Warrants Clause Samples

Representations and Warranties of the Investor regarding the Company Common Stock and the Warrants. The Investor represents and warrants to the Company as follows: (a) (i) The Investor is familiar with the nature of and risks involved in an investment in the Company Common Stock and Warrants issuable hereunder, (ii) is financially capable of bearing the economic risk of this investment, and (iii) has carefully considered and evaluated the risks and advantages of receiving the Company Common Stock and Warrants issuable hereunder. (b) The Investor understands that (i) the Company Common Stock and Warrants issuable hereunder have not been registered under the 1933 Act or any state securities laws and cannot be resold without registration under the 1933 Act or an exemption therefrom, (ii) the Company Common Stock and Warrants issuable hereunder are being acquired for investment, and (iii) neither the Company Common Stock and Warrants issuable hereunder nor any portion thereof may be sold or distributed by the Investor without compliance with all applicable securities laws. (c) The Investor is fully aware that the Company Common Stock and Warrants issuable hereunder are being issued and sold in reliance upon an exemption provided for by the 1933 Act and the applicable state securities laws, on the basis that no public offering is involved, and that the representations set forth in this Agreement are being relied upon by the Company and are essential to the availability of such exemption. (d) The Investor acknowledges and understands that the certificates evidencing its ownership of the Company Common Stock issuable hereunder and upon the exercise of the Warrants will be imprinted with a legend substantially in the following form: (e) The Investor acknowledges and understands that the certificate evidencing its ownership of the Warrants will be imprinted with a legend substantially in the following form: (f) The Investor is acquiring the Company Common Stock and Warrants issuable hereunder for his own account. (g) The offer and purchase of the Company Common Stock and Warrants issuable hereunder were initiated in a private, negotiated transaction between the Investor and Company, and no general solicitation was utilized by the Company. (h) The Investor is a resident, for tax and other purposes, of the United States. (i) The Investor is an Accredited Investor (as such term is defined in Rule 501 promulgated under the ▇▇▇▇ ▇▇▇) of the type set forth next to his name on the signature page to this Agreement.
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Related to Representations and Warranties of the Investor regarding the Company Common Stock and the Warrants

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters and the Selling Shareholders as follows: (i) A registration statement on Form S-3 (File No. 333-______) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT"), and the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company and the offering and sale of the Shares contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you or your representatives or are publicly available in accordance with the Rules and Regulations. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, is herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time the Registration Statement becomes effective is herein referred to as a "