Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold under an exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and offering exemptions contained in the securities laws of other jurisdictions; that the undersigned is purchasing the Shares without being furnished any offering literature, prospectus or business plan; that this transaction has not been examined by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any other jurisdiction; that all documents, records and books pertaining to this investment requested by the undersigned have been made available by Regent to the undersigned and the undersigned's representatives, including his or her attorney, accountant and/or purchaser representative; and that the books and records of Regent and the Bank have been and will be available upon reasonable notice for inspection by investors during reasonable business hours at Regent's offices. The undersigned hereby further represents and warrants as follows: (a) The undersigned understands that an investment in the Shares is speculative in nature and involves a high degree of risk and is suitable only for persons of substantial means who have no need for liquidity in their investment, and the undersigned confirms that the undersigned has carefully considered risks in evaluating whether to make an investment in the Shares. (b) The undersigned confirms that the undersigned understands and has fully considered for purposes of this investment that there are substantial restrictions on the transferability of the Shares and that there will be no public market for the Shares, and, accordingly, it probably will not be possible for the undersigned to liquidate his investment in the Shares in the case of an emergency or to use the Shares as collateral for a loan. (c) The undersigned confirms that the undersigned (i) is able to bear the economic risk of this investment in the Shares, (ii) is able to hold the Shares for an indefinite period of time, (iii) is able to afford a complete loss of his or her investment, and (iv) has adequate means of providing for his or her current needs and possible personal contingencies and has no need for liquidity in his or her investment. (d) The undersigned has, or the undersigned and the undersigned's purchaser representative together have, such knowledge and experience in financial and business matters that the undersigned is, or the undersigned and such representative together are, capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision. (e) The undersigned confirms that in making the decision to purchase the Shares hereby the undersigned and the undersigned's representatives have been given the opportunity to ask questions of and to receive answers from Regent concerning Regent, the Bank and the Shares and to obtain any additional information that Regent possesses or can acquire without unreasonable effort or expense. (f) The Shares hereby subscribed for are being acquired by the undersigned in good faith solely for the undersigned's own personal account for investment purposes only and are not being purchased with a view to or for resale, distribution, subdivision or fractionalization thereof; the undersigned has no contract, understanding, undertaking, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge the Shares to any person; the undersigned has no current plans to enter into any such contract, undertaking, agreement, understanding or arrangement; and the undersigned understands that the legal consequences of the foregoing representations and warranties are that the undersigned must bear the economic risk of an investment in the Shares for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot be sold unless they are subsequently registered under the Act (which Regent is not obligated to do and has no current intention of doing) or an exemption from such registration is available. (g) The undersigned consents to the placement of a legend on the certificates representing the Shares, which legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SECURITIES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATUTES. BY ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE HOLDER HEREOF REPRESENTS THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER. (h) The information set forth in this Agreement regarding the undersigned is true, correct and complete. The foregoing representations, warranties and undertakings are made by the undersigned with the intent that they be relied upon in determining the undersigned's suitability as an investor in Regent, and the undersigned hereby agrees that such representations and warranties shall survive his or her purchase of the Shares. If more than one person is signing this Agreement, each representation, warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person. If the undersigned is a partnership, corporation, trust or other entity, the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on behalf of the undersigned.
Appears in 4 contracts
Sources: Subscription Agreement (Regent Bancshares Corp), Subscription Agreement (Regent Bancshares Corp), Subscription Agreement (Regent Bancshares Corp)
Representations and Warranties of the Undersigned. The undersigned, to induce the Company to accept this Offer, hereby warrants and represents as follows:
(A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned’s entire investment.
(B) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice.
(C) The undersigned has knowledge and experience in financial, investment, and business matters and is capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers as deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company.
(D) The undersigned represents that he or she (i) has adequate means of providing for current financial needs and possible personal contingencies and has no need for liquidity of investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time and (b) to sustain a complete loss of the entire amount of the subscription; and (iii) has not made an excessive overall commitment to investments that are not readily marketable.
(E) The undersigned understands that the Shares are being offered offer and sold under an exemption from registration provided in Section 4(2) sale of the Securities Act Common Stock is made without the use of 1933an offering memorandum and the undersigned has been afforded the opportunity to ask questions of and receive answers from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, as amended (to the "Act")extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished. The undersigned has availed himself or herself of such opportunity to the extent considered appropriate to permit evaluation of the merits and offering exemptions contained risks of an investment in the securities laws of other jurisdictions; that the undersigned Company. It is purchasing the Shares without being furnished any offering literature, prospectus or business plan; that this transaction has not been examined by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any other jurisdiction; understood that all documents, records records, and books pertaining to this investment requested by the undersigned have been made available by Regent to the undersigned and the undersigned's representatives, including his or her attorney, accountant and/or purchaser representative; for inspection and that the books and records of Regent and the Bank have been and Company will be available upon reasonable notice for inspection by investors during reasonable business hours at Regent's offices. The undersigned hereby further represents and warrants as follows:its principal place of business.
(aF) The undersigned understands that an investment in the Shares is speculative in nature and involves a high degree of risk and is suitable only for persons of substantial means who have no need for liquidity in their investment, and the undersigned confirms acknowledges that the undersigned has carefully considered risks in evaluating whether to make an investment in the Shares.
(b) The undersigned confirms that the undersigned understands and has fully considered for purposes shares of this investment that there are substantial restrictions on the transferability of the Shares and that there will be no public market for the Shares, and, accordingly, it probably will not be possible for the undersigned to liquidate his investment in the Shares in the case of an emergency or to use the Shares as collateral for a loan.
(c) The undersigned confirms that the undersigned (i) is able to bear the economic risk of this investment in the Shares, (ii) is able to hold the Shares for an indefinite period of time, (iii) is able to afford a complete loss of his or her investment, and (iv) has adequate means of providing for his or her current needs and possible personal contingencies and has no need for liquidity in his or her investment.
(d) The undersigned has, or the undersigned and the undersigned's purchaser representative together have, such knowledge and experience in financial and business matters that the undersigned is, or the undersigned and such representative together are, capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision.
(e) The undersigned confirms that in making the decision to purchase the Shares hereby the undersigned and the undersigned's representatives have been given the opportunity to ask questions of and to receive answers from Regent concerning Regent, the Bank and the Shares and to obtain any additional information that Regent possesses or can acquire without unreasonable effort or expense.
(f) The Shares hereby subscribed for are being acquired by the undersigned in good faith solely for the undersigned's own personal account for investment purposes only and are not being purchased with a view to or for resale, distribution, subdivision or fractionalization thereof; the undersigned has no contract, understanding, undertaking, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge the Shares to any person; the undersigned has no current plans to enter into any such contract, undertaking, agreement, understanding or arrangement; and the undersigned understands that the legal consequences of the foregoing representations and warranties are that the undersigned must bear the economic risk of an investment in the Shares for an indefinite period of time because the Shares Common Stock have not been registered under the Act in Reliance on an exemption for transactions by an issuer not involving a public offering and therefore canfurther understands that the undersigned is purchasing the Common Stock without being furnished any prospectus setting forth all of the information that may be required to be furnished under the Act.
(G) The shares of Common Stock being subscribed are being acquired solely for the account of the undersigned for personal investment and not be sold unless they are subsequently registered with a view to, or for resale in connection with, any distribution.
(H) The undersigned represents and agrees that the undersigned will not sell, transfer, pledge, or otherwise dispose of or encumber the shares except pursuant to the applicable rules and regulations under the Act (which Regent or applicable state securities laws; prior to any such sale, transfer, pledge, disposition, or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not obligated to do and has no current intention of doing) or an exemption from such registration is availablerequired.
(gI) The undersigned consents to the placement of a legend on the certificates representing the Shares, which legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SECURITIES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATUTES. BY ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE HOLDER HEREOF REPRESENTS THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.
(h) The information set forth in this Agreement regarding the undersigned is true, correct and complete. The foregoing representations, warranties and undertakings are made by the undersigned with the intent that they be relied upon in determining the undersigned's suitability as an investor in Regent, and the undersigned hereby agrees that such the Company may insert the following or similar legend on the face of the Common Stock to be issued, if it is required to comply with the Act or state securities laws: These securities have not been registered under the Securities Act of 1933, as amended (Act), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or pursuant to an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available. The undersigned certifies that each of the foregoing representations and warranties set forth in subsections (A) through (I) inclusive of the Section 3 are true as of the date hereof and shall survive his or her purchase of the Shares. If more than one person is signing this Agreement, each representation, warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person. If the undersigned is a partnership, corporation, trust or other entity, the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on behalf of the undersigneddate.
Appears in 2 contracts
Sources: Subscription Agreement (Golden Century Technologies CORP), Subscription Agreement (Golden Century Technologies CORP)
Representations and Warranties of the Undersigned. The undersigned understands that Investor hereby ------------------------------------------------- represents and warrants to the Shares are being offered Company as follows:
(a) The Investor can bear the economic risk of this investment and sold can afford a complete loss thereof. The Investor (i) has sufficient liquid assets to pay the full purchase price for the Shares, (ii) has adequate means of providing for its current and presently foreseeable future needs, (iii) has no present need for liquidity of its investment in the Shares, and (iv) will not have an overall commitment to non-marketable investments disproportionate to its net worth.
(b) The Investor qualifies as an "Accredited Investor" Regulation D, under an exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act")) because it meets one or more of the requirements which are set forth in Exhibit A annexed hereto.
(c) The Investor and such other persons whom it has found it necessary or advisable to consult, have sufficient knowledge and experience in business and financial matters to evaluate the risks of the investment and to make an informed investment decision with respect thereto.
(d) The Investor has had the opportunity to ask questions of, and offering exemptions contained in to receive answers from, the securities laws Company and its representatives, with respect to the Company and the terms and conditions of other jurisdictions; that the undersigned is purchasing the Shares without being furnished any offering literaturethis offering. The Investor and its representatives, prospectus or business plan; that this transaction has not been examined by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any other jurisdiction; that all documentsif any, records and books pertaining to this investment requested by the undersigned have been made available by Regent offered access to the undersigned and the undersigned's representatives, including his or her attorney, accountant and/or purchaser representative; and that the books and records of Regent the Company (i) relating to its purchase of the Shares and (ii) which are necessary to verify the Bank accuracy of any information which was furnished to it. All materials and information requested either by the Investor or others representing it, including any information requested to verify any information furnished, have been and will be available upon reasonable notice for inspection by investors during reasonable business hours at Regent's offices. The undersigned hereby further represents and warrants as follows:made available.
(ae) The undersigned understands Investor is aware that an investment in the purchase of the Shares is a speculative in nature and involves investment involving a high degree of risk and is suitable only for persons of substantial means who have no need for liquidity in their investment, and the undersigned confirms that the undersigned has carefully considered risks in evaluating whether to make an investment in the Shares.
(b) The undersigned confirms that the undersigned understands and has fully considered for purposes of this investment that there are substantial restrictions on the transferability of the Shares is no guarantee that it will realize any gain from its investment and that there will be no public market for it could lose the Shares, and, accordingly, it probably will not be possible for the undersigned to liquidate his investment in the Shares in the case total amount of an emergency or to use the Shares as collateral for a loan.
(c) The undersigned confirms that the undersigned (i) is able to bear the economic risk of this investment in the Shares, (ii) is able to hold the Shares for an indefinite period of time, (iii) is able to afford a complete loss of his or her its investment, and (iv) has adequate means of providing for his or her current needs and possible personal contingencies and has no need for liquidity in his or her investment.
(d) The undersigned has, or the undersigned and the undersigned's purchaser representative together have, such knowledge and experience in financial and business matters that the undersigned is, or the undersigned and such representative together are, capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision.
(e) The undersigned confirms that in making the decision to purchase the Shares hereby the undersigned and the undersigned's representatives have been given the opportunity to ask questions of and to receive answers from Regent concerning Regent, the Bank and the Shares and to obtain any additional information that Regent possesses or can acquire without unreasonable effort or expense.
(f) The Investor understands that the Shares hereby subscribed for have not been registered under the Act, nor pursuant to the provisions of the securities or other laws of any other applicable jurisdictions. The Investors understands that the Shares are being acquired by sold in reliance upon the undersigned exemption for private offerings contained in good faith solely Regulation D promulgated under the Act and the laws of such jurisdictions.
(g) The Investor is making the investment hereunder for its own account and not for the undersigned's own personal account of others and for investment purposes only and are not being purchased with a view to or for resalethe transfer, distributionassignment, subdivision resale or fractionalization distribution thereof; the undersigned , in whole or in part. The Investor has no contract, understanding, undertaking, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge the Shares to any person; the undersigned has no current present plans to enter into any such contract, undertaking, agreement, understanding agreement or arrangement; and the undersigned understands .
(h) The Investor acknowledges that the certificates evidencing the Shares will contain a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED UNLESS THE SHARES ARE COVERED BY A CURRENT REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR COUNSEL OF THE COMPANY IS OF THE OPINION THAT NO REGISTRATION STATEMENT IS REQUIRED.
(i) The undersigned is domiciled in the state set forth on the signature page hereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction.
(j) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares. The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity. The Investor understands the meaning and legal consequences of the foregoing representations and warranties are that the undersigned must bear the economic risk of an investment in the Shares for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot be sold unless they are subsequently registered under the Act (which Regent is not obligated to do and has no current intention of doing) or an exemption from such registration is available.
(g) The undersigned consents to the placement of a legend on the certificates representing the Shareswarranties, which legend are true and correct as of the date hereof and will be in substantially true and correct as of the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTIONClosing. THE SALE OR OTHER DISPOSITION OF THESE SECURITIES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATUTES. BY ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE HOLDER HEREOF REPRESENTS THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.
(h) The information set forth in this Agreement regarding the undersigned is true, correct Each such representation and complete. The foregoing representations, warranties and undertakings are made by the undersigned with the intent that they be relied upon in determining the undersigned's suitability as an investor in Regent, and the undersigned hereby agrees that such representations and warranties warranty shall survive his or her purchase of the Shares. If more than one person is signing this Agreement, each representation, warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person. If the undersigned is a partnership, corporation, trust or other entity, the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on behalf of the undersignedpurchase.
Appears in 2 contracts
Sources: Subscription Agreement (Lbu Inc), Subscription Agreement (Lbu Inc)
Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows:
(A) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein or in the Prospectus.
(B) The undersigned understands has not authorized any person or institution to act as his Purchaser Representative (as that term is defined in Regulation D of the Shares are being offered General Rules and sold Regulations under an exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act")) in connection with this transaction.
(C) The undersigned has reviewed, or been given the opportunity to review, the Prospectus. The undersigned has also been afforded the opportunity to ask questions of, and offering exemptions contained receive answers from, the officers and/or directors of the Company concerning the terms and conditions of the Offering, and to obtain any additional information, to the extent that the Company possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed himself of such opportunity to the extent he considers appropriate in order to permit him to evaluate the merits and risks of an investment in the securities laws of other jurisdictions; that the undersigned Company. It is purchasing the Shares without being furnished any offering literature, prospectus or business plan; that this transaction has not been examined by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any other jurisdiction; understood that all documents, records and books pertaining to this investment requested by the undersigned have been made available by Regent to the undersigned and the undersigned's representativesfor inspection, including his or her attorney, accountant and/or purchaser representative; and that the books and records of Regent and the Bank have been and Company will be available upon reasonable notice for inspection by investors purchasers during reasonable business hours at Regent's officesits principal place of business. The undersigned hereby further represents and warrants as follows:
(a) The undersigned understands that an investment in the Shares is speculative in nature and involves a high degree of risk and is suitable only for persons of substantial means who have no need for liquidity in their investment, and the undersigned confirms that the undersigned has carefully considered risks in evaluating whether to make an investment in the Shares.
(b) The undersigned confirms that the undersigned understands and has fully considered for purposes of this investment that there are substantial restrictions on the transferability of the Shares and that there will be no public market for the Shares, and, accordingly, it probably will not be possible for the undersigned to liquidate his investment in the Shares in the case of an emergency or to use the Shares as collateral for a loan.
(c) The undersigned confirms that the undersigned (i) is able to bear the economic risk of this investment in the Shares, (ii) is able to hold the Shares for an indefinite period of time, (iii) is able to afford a complete loss of his or her investment, and (iv) has adequate means of providing for his or her current needs and possible personal contingencies and has no need for liquidity in his or her investment.
(d) The undersigned has, or the undersigned and the undersigned's purchaser representative together have, such knowledge and experience in financial and business matters that the undersigned is, or the undersigned and such representative together are, capable of In evaluating the merits and risks suitability of an investment in the Shares and of making an informed investment decisionCompany, the undersigned has not relied upon any representation or other information (oral or written) other than as stated in the Prospectus.
(eD) The undersigned confirms further acknowledges that in making this Offering has not been passed upon or the decision to purchase the Shares hereby the merits thereof endorsed or approved by any state or federal authorities. The undersigned and the undersigned's representatives have been given the opportunity to ask questions of and to receive answers from Regent concerning Regent, the Bank and the Shares and to obtain any additional information certifies that Regent possesses or can acquire without unreasonable effort or expense.
(f) The Shares hereby subscribed for are being acquired by the undersigned in good faith solely for the undersigned's own personal account for investment purposes only and are not being purchased with a view to or for resale, distribution, subdivision or fractionalization thereof; the undersigned has no contract, understanding, undertaking, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge the Shares to any person; the undersigned has no current plans to enter into any such contract, undertaking, agreement, understanding or arrangement; and the undersigned understands that the legal consequences each of the foregoing representations and warranties are that the undersigned must bear the economic risk of an investment in the Shares for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot be sold unless they are subsequently registered under the Act (which Regent is not obligated to do and has no current intention of doing) or an exemption from such registration is available.
(g) The undersigned consents to the placement of a legend on the certificates representing the Shares, which legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SECURITIES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATUTES. BY ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE HOLDER HEREOF REPRESENTS THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.
(h) The information set forth in subsection (A) through (D) inclusive of this Agreement regarding Section 3 are true as of the undersigned is true, correct date hereof and complete. The foregoing representations, warranties and undertakings are made by the undersigned with the intent that they be relied upon in determining the undersigned's suitability as an investor in Regent, and the undersigned hereby agrees that such representations and warranties shall survive his or her purchase of the Shares. If more than one person is signing this Agreement, each representation, warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person. If the undersigned is a partnership, corporation, trust or other entity, the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on behalf of the undersigneddate.
Appears in 2 contracts
Sources: Subscription Agreement (Catalyst Lighting Group Inc), Subscription Agreement (Catalyst Lighting Group Inc)