Representations of Subscriber Clause Samples
The "Representations of Subscriber" clause defines the specific statements, assurances, or guarantees that the subscriber makes to the other party in an agreement. Typically, this clause outlines facts about the subscriber’s authority, legal status, and ability to enter into the contract, as well as compliance with relevant laws or regulations. For example, it may require the subscriber to confirm that they are not restricted from participating in the agreement or that all information provided is accurate. The core function of this clause is to allocate risk and ensure that the other party can rely on the subscriber’s statements, thereby reducing the likelihood of disputes or misunderstandings regarding the subscriber’s qualifications or intentions.
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges the public availability of the Company’s current prospectus which can be viewed on the SEC E▇▇▇▇ Database, under the CIK number 0001686164. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on _______, 2017. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
3.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety; (a) this Subscription Agreement; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; and (c) written (or verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Shares being purchased hereunder have been offered pursuant to Regulation D, Section 506 and Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Act”) and have not been registered under the laws of certain states, and are being offered and sold in reliance upon exemptions from the registration provisions of such laws; (ii) Subscriber cannot sell the Shares unless they are registered under any applicable federal or state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such securities have not been registered under any federal or state securities laws and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the securities and the certificates for the securities to restrict the transfer thereof; and (v) the Company has no obligations to register the securities or assist the Subscriber in obtaining an exemption from the Securities and Exchange commission or from the various state registration requirements except as set forth herein or therein. Subscriber agrees not to resell the Shares without compliance with the terms of this Subscription Agreement and any applicable federal or state securities laws.
3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable federal or state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in...
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus. This prospectus is made available in the Company's most recent S-1 Registration Statement deemed effective on _______, 2016. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities and Exchange Commission on [___], 2025. This Prospectus sets forth the terms and conditions of the offering of Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability of the Company’s current prospectus.
b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its 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.
d. If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securities. Subscriber also understands that an investment in Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of securities.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are e...
Representations of Subscriber. The undersigned hereby represents and warrants as follows:
(a) The undersigned has received and read the Company’s business plan and power point presentation (the “Offering Materials”), together with additional information and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands and acknowledges that such information contains certain forward- looking statements and information relating to the Company that are based on the beliefs of management, as well as assumptions made by and information currently available to management, and that when used in the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological change.
(b) The undersigned has had sufficient interactions with the Company’s management and has been provided with supporting documentation, if requested, which he has read and understands, in order to make an informed investment decision. The undersigned is basing his decision to invest solely on the information provided and has not relied on any other representations made by the Company and its affiliates.
(c) The undersigned understands that an investment in a Convertible Note is speculative and involves numerous significant risks, the occurrence of any one of which could result in the loss of his entire investment. The undersigned is fully cognizant of, and understands all of, the risks relating to a purchase of a Convertible Note, including those risks set forth in the Offering Materials.
(d) The undersigned understands that the Company is in the process of raising up to $5,000,000 for the purposes set forth in the Offering Materials and for ...
Representations of Subscriber. In connection with the purchase of the Notes, the Subscriber hereby represents and warrants to the Company as follows:
a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act.
b. The Note(s) is being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Note(s) for investment and without the intent of participating, directly or indirectly, in a distribution of the Note(s) and not with a view to, or for a resale in connection with, any distribution of the Note(s) or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Note(s) with others or reselling or otherwise disposing of any portion of such Note(s), either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance.
c. The Subscriber has no need for liquidity with respect to his purchase of a Note(s) and is able to bear the economic risk of an investment in the Note(s) for an indefinite period of time and is further able to afford a complete loss of such investment.
d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth.
e. The Subscriber recognizes that the Note(s) will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale.
f. The Subscriber is aware that any resale of the Note(s) cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom.
g. The Subscriber represents and warrants that all offers and sales of the Note(s) shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Note(s) or the underlying common stock.
h. The Subscriber is not acquiring the Note(s) based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Note(s) but rather upon an independent examination and judgment as to the prospects of the Company...
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber has received a current Prospectus in which the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
3.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company’s current prospectus.
b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges the public availability of the Company’s current prospectus which can be viewed on the SEC ▇▇▇▇▇ Database, under the CIK number 0002084272. This prospectus is made available as part of the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
3.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations 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, which representations are accurate and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):