Representations and Warranties of the Warrantholder Sample Clauses
The 'Representations and Warranties of the Warrantholder' clause sets out the specific statements and assurances that the warrantholder makes to the other party, typically regarding their authority, capacity, and legal standing to enter into the agreement. This clause may require the warrantholder to confirm that they have the right to exercise the warrant, that doing so does not violate any other agreements, and that all information provided is accurate and complete. Its core function is to allocate risk and ensure transparency by holding the warrantholder accountable for the truthfulness of their statements, thereby protecting the other party from potential legal or financial issues arising from misrepresentations.
Representations and Warranties of the Warrantholder. The Warrantholder acknowledges that the Warrant and the Shares issuable upon exercise have not been registered under the Securities Act or under any state securities laws. The Warrantholder expressly warrants that it (i) is acquiring the Warrant (and any Shares issuable upon exercise) pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute the Warrant (or any Shares issuable upon exercise) to any person in violation of the Securities Act or any applicable U.S. state securities laws, (ii) will not sell or otherwise dispose of any of the Warrant (or any Shares issuable upon exercise), except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks and of making an informed investment decision, and has conducted a review of the business and affairs of the Company that it considers sufficient and reasonable, (iv) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company, (v) is able to bear the economic risk and at the present time is able to afford a complete loss of such investment and (vi) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act).
Representations and Warranties of the Warrantholder. The Warrantholder, by its acceptance of the Warrants to be issued herewith represents and warrants to the Company that (a) it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and (b) it is acquiring the Warrants and the Warrant Shares to be issued upon exercise of such Warrants for investment, for its own account, and not with a view to, or for sale in connection with, any distribution.
Representations and Warranties of the Warrantholder. The Warrantholder represents and warrants to the Company as follows:
Representations and Warranties of the Warrantholder. Fifth Third Bank represents and warrants to Vantiv that the statements contained in this Article II are true and correct as of the date of this Agreement and the Effective Date.
Representations and Warranties of the Warrantholder. This Warrant has been issued by the Company in reliance upon the following representations and covenants of Warrantholder.
Representations and Warranties of the Warrantholder. As of the date hereof and as of each exercise of this Warrant, the Warrantholder represents and warrants to the Company as follows:
(i) The Warrantholder is either (a) not a “U.S. person” within the meaning of Regulation S under the Securities Act and is acquiring the Warrant and the Warrant Shares (if applicable) in an offshore transaction under Rule 903 of Regulation S under the Securities Act, or (b) an “accredited investor” within the meaning of Rule 501(a) under Regulation D of the Securities Act.
(ii) The Warrantholder has the knowledge, sophistication and experience necessary to make an investment decision like that involved in the investment in the Warrant and the Warrant Shares (if applicable) and can bear the economic risk of its investment in the Warrant and the Warrant Shares (if applicable). The Warrantholder is acquiring the Warrant and the Warrant Shares (if applicable) for investment for its own account or the account of one or more of its Affiliates and not with a view to, or for sale in connection with, any distribution thereof.
(iii) The Warrantholder understands that the Warrant and the Warrant Shares (if applicable) have not been, and may not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Warrantholder’s representations as expressed herein. The Warrantholder understands that the Warrant and the Warrant Shares (if applicable) are “Restricted Securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, the Warrantholder may not sell or transfer the Warrant and the Warrant Shares (if applicable) unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Warrantholder understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.
Representations and Warranties of the Warrantholder. The Warrantholder hereby represents and warrants to the Company the following to be true and correct in all respects:
Representations and Warranties of the Warrantholder. Each Warrantholder hereby represents and warrants to the Company and each Stockholder as to itself, as follows:
Representations and Warranties of the Warrantholder. SECTION 4.01 Organization
SECTION 4.02 Authority Relative to This Agreement
SECTION 4.03 No Conflict
Representations and Warranties of the Warrantholder. This Agreement has been entered into by the Company in reliance upon the following representations and warranties of the Warrantholder: