Representations of the Investor Clause Samples

Representations of the Investor. The Investor represents to the Company that:

Representations of the Investor. The Investor represents and warrants to the Company that the following statements are true, correct and complete as of the date hereof: (a) The Investor (i) is an "Accredited Investor," as that term is defined in Regulation D under the Securities Act; (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Company and the suitability thereof as an investment for the Investor; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of the Company concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of the Investor; and (iv) is in a financial position to hold the Warrants and shares of Common Stock issued upon exercise thereof for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the Company. (b) The Investor is acquiring the Warrants and any Common Stock issuable upon exercise thereof for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. (c) The Investor understands that the Warrant and any Common Stock issuable upon exercise thereof have not been registered under applicable state or federal securities laws. The Investor acknowledges that by virtue of the provisions of certain rules respecting "restricted securities" promulgated by the SEC, the shares of Common Stock issuable upon the exercise of the Warrant will be required to be held indefinitely, unless and until registered under the Securities Act and applicable state securities laws, or unless an exemption from the registration requirements of the Securities Act and applicable state securities laws is available, in which case the Investor may still be limited as to the number of such shares that may be sold. The Investor acknowledges that the certificates representing the Warrants and any Common Stock issuable upon exercise thereof will bear a conspicuous legend in substantially the form set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSF...

Representations of the Investor. The Investor hereby represents and warrants to the Company that: (a) The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby are within the Investor’s power and authority and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms. (b) The execution, delivery and performance by the Investor of this Agreement require no action by or in respect of, or filing with, any governmental body, agency, official or authority, other than (i) compliance with any applicable requirements of the federal securities Laws and (ii) compliance with any applicable foreign or state securities or blue sky Laws. (c) The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational documents of the Investor and (ii) assuming compliance with the matters referred to in Section 7.02(b), contravene or conflict with or constitute a violation of, provision of any Law applicable to the Investor.

Representations of the Investor. The Investor hereby represents and warrants to the Partnership and to the General Partner as follows:

Representations of the Investor. Each Investor, severally and not jointly, represents and warrants to the Company that:

Representations of the Investor. The Investor hereby represents and warrants to the Company that the following statements are true and complete:

Representations of the Investor. The Investor hereby represents and warrants to the Sponsor, and covenants, as applicable, that: (a) The Investor, in making the decision to receive the Transferred Founder Shares from the Sponsor, has not relied upon any oral or written representations or assurances from the Sponsor or any of BCSA’s officers, directors, partners or employees or any other representatives or agents other than those contained in this Agreement. The Investor further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Transferred Founder Shares. (b) This Agreement has been validly authorized, executed and delivered by the Investor and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Investor does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Investor is a party which would prevent the Investor from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Investor is subject. (c) The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Investor’s own legal counsel and investment and tax advisors. (d) The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Transferred Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Investor is acquiring the Transferred Founder Shares solely for investment purposes, for such Investor’s own account (and/or for the account or benefit of its members or affiliates, if any, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and the Investor has no present arrangement to sell the Transferred Founder Shares to or through any person or entity except as may be permitted h...

Representations of the Investor. The Investor, recognizing that the Company will be relying on the information and on the representations set forth herein, hereby represents, warrants and agrees as follows: (a) The Investor understands that the offer and sale of the Shares is being made by means of this Subscription Agreement, and is aware of the high degree of risk associated with an investment in the Shares. (b) The Investor is a person who is able to bear economic risks including a loss of an investment in the Shares. (c) The Investor is purchasing the Shares issued pursuant to this Subscription Agreement for his own account for investment, and not with a view to or for sale in connection with the distribution of the Shares nor with any present intention of selling or otherwise disposing of all or any part of the Shares; provided, however, the Investor shall have the right to transfer the securities to third parties pursuant to an exemption from registration under the Securities Act of 1933 (the "Act"). In connection with any such future transfer, the Company will accept an acceptable opinion of counsel to the Investor as to the existence of any exemption. The Investor hereby acknowledges his understanding that the Shares are not being registered under the Act or any state securities laws, on the ground that the issuance and sale of the Shares to the Investor is exempt under the Act and relevant state securities laws, as a small offering and not involving a public offering. The Investor agrees not to sell the Shares unless they are subsequently registered or an exemption from such registration is available. The Investor further acknowledges his understanding that the Company's reliance on such exemptions are, in part, based upon the foregoing representations, warranties, and agreements by the Investor and that the statutory basis for such exemptions would not be present, if notwithstanding such representations, warranties and agreements, the undersigned were acquiring the Shares for resale on the occurrence or non-occurrence of some predetermined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to the Investor, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares by anyone but the Investor, except as set forth herein. (d) All information contained in this Subscription Agreement is correct and complete. Any material change occurring in this Subscription Agreement prior to accepta...

Representations of the Investor. The Investor hereby represents and warrants to the Company: