REPRESENTATIONS BY SUBSCRIBER Sample Clauses
REPRESENTATIONS BY SUBSCRIBER. 2.1 The Subscriber recognizes that the purchase of Common Stock entails elements of risk in that (i) it may not be able to readily liquidate its investment; (ii) transferability is restricted; and (iii) in the event of a disposition, it could sustain the loss of its entire investment.
2.2 The Subscriber acknowledges that it has prior investment experience such that it is able to evaluate the merits and risks of an investment in the Company, or that it has employed the services of an investment advisor to read the Disclosure Documents (as hereinafter defined) and to evaluate the merits and risks of such an investment on its behalf; that it recognizes the speculative nature of this investment; and that it is able to bear the economic risk it hereby assumes. The Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents as filed with the SEC, are collectively referred to as the “Disclosure Documents.” The Subscriber acknowledges that it or its representative(s) have read the Disclosure Documents. The Subscriber also acknowledges that it and its representative(s) have been afforded the opportunity to make, and has made, all inquiries as it and its representatives deemed appropriate with respect to the Company’s affairs and prospects.
2.3 The Subscriber hereby acknowledges that (i) the Common Stock has not been approved by the American Stock Exchange (“AMEX”) or reviewed by the SEC by reason of the Company’s intention that the Offering be a transaction exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) thereof; (ii) the issuance of the Common Stock has not been qualified under any state securities laws on the grounds that the Common Stock and the sale of the Shares contemplated hereby are exempt there from; and (iii) the foregoing exemptions are predicated on the Subscriber’s representations set forth herein. The Subscriber represents that the Common Stock are being purchased for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof, within the meaning of the Act or applicable state securities laws. The Subscriber understands that the Common Stock, upon their transfer, will not be registered under the Act and may be required to be held indefinitely unless they are subsequently reg...
REPRESENTATIONS BY SUBSCRIBER. The Subscriber hereby makes the following representations, which are hereby acknowledged by the Issuer:
REPRESENTATIONS BY SUBSCRIBER. Each Subscriber hereby severally, and not jointly, represents and warrants to the Company that each such Subscriber’s representations in the Subscription Agreement, in the form attached as Exhibit A to the Memorandum, entered into in connection with this Agreement are true and correct as of the date hereof.
REPRESENTATIONS BY SUBSCRIBER. The Subscriber agrees, represents and warrants to the Company and the Placement Agent, severally and solely with respect to itself and its purchase hereunder and not with respect to any of the other Subscribers, that:
REPRESENTATIONS BY SUBSCRIBER. Subscriber understands and agrees that the Company is relying and may rely upon the following representations, warranties, and agreements made by Subscriber in entering into this Agreement:
2.1 Subscriber recognizes that the investment in the Securities involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment, in that (a) it may not be possible to liquidate the investment in the event of emergency; (b) transferability is extremely limited; and (c) in the event of a disposition, a complete loss of investment could occur.
2.2 Subscriber acknowledges that he (a) is competent to understand and does understand the nature of the investment, and (b) is able to bear the economic risk of the investment.
2.3 Subscriber represents that he is an accredited investor as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”).
2.4 Subscriber acknowledges that he has significant prior investment experience, including investment in nonlisted and nonregistered securities, and that he has read all of the documents furnished or made available by the Company to evaluate the merits and risks of the investment, recognizes the highly speculative nature of this investment, and is able to bear the economic risk hereby assumed.
REPRESENTATIONS BY SUBSCRIBER. Subscriber makes the following representations and warranties:
(a) Subscriber has received a copy of the private placement memorandum in connection with the sale of Common Stock hereunder and has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Issuer to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in the Shares has been in any way inconsistent with other documentary information provided.
(b) The Shares are being purchased for Subscriber's own account for long-term investment and not with a view to immediately resell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. Subscriber has such knowledge and experience in financial and business matters that will enable him or her to utilize the information made available in connection with the purchase of the Shares to evaluate the merits and risks of participation and to make an informed investment decision.
(d) Subscriber acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the any applicable blue sky laws, in reliance, in part, on the representations, warranties and agreements made herein.
(e) Subscriber represents, warrants and agrees that the Company and the officers of the Issuer are under no obligation to register or qualify the participation in the Shares under the Securities Act of 1933, as amended or under any state securities law, or to assist the Subscriber in complying with any exemption from registration and qualification.
(f) Subscriber represents that he or she meets the criteria for participation because (i) he or she has a preexisting personal or business relationship with the Issuer or one or more of its partners, officers, directors or controlling persons or (ii) by reason of business or financial experience, or by reason of the business or financial experience of Subscriber's financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Issuer or any affiliate or selling agent of the Issuer, Subscriber is capable of evaluating the risk and merits of an investment in the Shares and of protecting his or her own interests; AND
(i) Subscriber has a minimum net worth in excess of $1,00...
REPRESENTATIONS BY SUBSCRIBER. 2.1. The Subscriber understands and agrees that the Company is relying upon the following representations, warranties, and agreements made by the Subscriber in entering into this Agreement.
REPRESENTATIONS BY SUBSCRIBER. 3.1 The Subscriber represents that the Subscriber is not a U.S. Person (as defined below), and that the Subscriber is able to bear the economic risk of an investment in the Shares. For purposes hereof, the term "U.S. Person" means (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. Person principally for the purposes of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Regulation D under the ▇▇▇▇ ▇▇▇) who are not natural persons, estates or trusts.
REPRESENTATIONS BY SUBSCRIBER. Subscriber hereby represents to the Cooperative that:
a. Subscriber is a resident of the State of Nebraska at the address set forth above.
b. Subscriber understands that common and or preferred stock of the Cooperative is non-transferable and is subject to redemption on the terms set forth in the By-Laws.
c. Subscriber is acquiring the shares of stock subscribed for hereby solely for his/her own account as an investment relating to his/her activities as consumer of grocery and related products and not on behalf of other persons and not with a view to or for resale, fractionalization, division, or distribution thereof, or the grant of any participation therein; the Subscriber has no present intention of distributing or selling to any person such stock or granting any participation therein.
d. Subscriber will not sell, transfer or otherwise dispose of the stock except by compliance with the By-Laws of the Cooperative.
e. Subscriber is aware that currently no market exists for the sale of the stock and that if a market is developed, that Subscriber may not be able to sell or dispose of the stock for the amount paid therefore, and that the obligations of redemption by the Cooperative are limited.
f. Subscriber recognizes that an investment in the common and preferred stock of the Cooperative involves significant risks, and Subscriber understands and has evaluated such risks.
g. Subscriber has been furnished and has read and understands the Member Information Statement and all exhibits attached thereto.
h. Subscriber has not relied upon any oral or written representation or statement, except those contained in the Member Information Statement.
REPRESENTATIONS BY SUBSCRIBER. You represent and warrant to Futuredontics that (i) you possess all right, power and authority to execute this Agreement and perform your obligations hereunder, (ii) the transactions hereunder will not result in a breach or violation of, or a default under, any agreement by which you are bound, and (iii) you will not engage in any of the following activities, and will make commercially reasonable efforts to ensure that your affiliates also will not: violate any law (including but not limited to the Federal Trade Commission Act, CAN-SPAM Act of 2003 or any applicable rules or regulations of the Federal Trade Commission); or engage in activities that: (a) give rise to criminal or civil liability or infringe any copyright, patent, trademark or service ▇▇▇▇, trade secret rights or any other personal, moral, contract, property or privacy right of any third party; (b) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct; or (c) encourage conduct that would constitute unlawful conduct or offensive conduct.