Representations, Warranties and Agreements of the Subscriber Clause Samples
The 'Representations, Warranties and Agreements of the Subscriber' clause requires the subscriber (the party purchasing securities or entering into an agreement) to formally state certain facts about themselves and their intentions. Typically, this includes confirming their legal authority to enter the agreement, their financial status (such as being an accredited investor), and their understanding of the risks involved. By obtaining these assurances, the clause helps the issuer or counterparty ensure compliance with legal requirements and reduces the risk of future disputes over the subscriber’s eligibility or understanding of the transaction.
Representations, Warranties and Agreements of the Subscriber. The Subscriber represents and warrants to, and agrees with, the Company the following:
a. The Subscriber, either alone or with the Subscriber’s purchaser representative(s), has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of Shares and the tax consequences of the investment, and has the ability to bear the economic risks of the investment. The Subscriber can afford the loss of its entire investment.
b. The Subscriber is acquiring the Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Subscriber understands and acknowledges that the Shares have not been registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Shares. The Subscriber understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws.
c. The Subscriber acknowledges that the Subscriber has completed the attached Investor Certification and that the information contained therein is complete and accurate as of the date thereof and is hereby affirmed as of the date hereof. Any information that has been furnished or that will be furnished by the undersigned to evidence its status as an accredited or unaccredited investor is accurate and complete, and does not contain any misrepresentation or omission. The Subscriber shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. The Subscriber resides in the jurisdiction set forth on the Subscriber’s Omnibus Signature Page affixed hereto.
d. The Subscriber ...
Representations, Warranties and Agreements of the Subscriber. The undersigned represents and warrants to the Company as of the date set forth below:
(a) The undersigned acknowledges that the undersigned has access to and has reviewed copies of (i) the Company’s filings with the Securities and Exchange Commission (the “SEC”) via ▇▇▇▇▇, consisting of the following: the Company’s Form 10-K for the fiscal year ended September 30, 2010 (including all of the exhibits thereto and incorporated therein); Quarterly Report on Form 10-Q (and any amendments thereto) for the fiscal quarters ended December 31, 2010, March 31, 2011 and June 30, 2011; the Current Reports on Form 8-K (including, in each case, as amended, and all of the exhibits thereto) filed with the SEC on October 7, 2010, January 4, 2011, April 1, 2011 and June 21, 2011; and the Company’s definitive information statements filed with the SEC on October 12, 2010 and February 14, 2011 (collectively, the “SEC Reports”), and the undersigned has performed its own due diligence in connection with its subscription for the Note and Warrants and has had a reasonable opportunity to ask questions of and receive answers from representatives of the Company concerning the business and financial condition of the Company, the terms and conditions of this Subscription Agreement, and all of such questions have been answered to the satisfaction of the undersigned.
(b) The undersigned is an “accredited investor,” as such term is defined in Regulation D of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”). The undersigned is not a registered broker dealer registered under Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a member of the Financial Industry Regulatory Authority, Inc. or an entity engaged in the business of being a broker dealer. The undersigned is not affiliated with any broker dealer registered under Section 15(a) of the Exchange Act, or a member of the Financial Industry Regulatory Authority, Inc. or an entity engaged in the business of being a broker dealer.
(c) The undersigned understands that the Company has determined that the exemption from the registration provisions of the Act, which is based upon non-public offerings are applicable to the offer and sale of the Note and Warrants based, in part, upon the representations, warranties and agreements made by the undersigned herein.
(d) The undersigned understands that (A) none of the Note, Warrants, shares of Common Stock issuable upo...
Representations, Warranties and Agreements of the Subscriber. The Subscriber acknowledge that the offer and sale of the Securities and the Warrant Shares has not been registered under the Securities Act and such Securities and the Warrant Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based, in part, upon Subscriber’s representations contained in this Agreement. The Subscriber represents and warrants to, and agrees with, the Company the following:
Representations, Warranties and Agreements of the Subscriber. The Subscriber represents and warrants to, and agrees with, the Company the following:
Representations, Warranties and Agreements of the Subscriber. Subscriber represents, warrants and agrees that:
Representations, Warranties and Agreements of the Subscriber. The Subscriber hereby represents warrants and agrees as follows:
(a) Subscriber acknowledges that it has been provided with and has carefully read a document entitled “Terms of the Offering”. This document contains a description of the offering of the Common Stock, the use of proceeds from the sale of the Common Stock and links (with instructions on how to open them) to public documents filed by the Company with the United States Securities and Exchange Commission. Subscriber and its representatives have has the opportunity to meet with representatives of the Company and have had the opportunity to ask questions of and receive answers from, representatives of the Company concerning the Company; and the terms and conditions of this transaction as well as to obtain any information requested by Subscriber. Subscriber believes that any questions raised by Subscriber or its representatives have been answered to the satisfaction of Subscriber and its representatives. Subscriber’s decision to purchase the Common Stock is based in part on the answers to such questions as Subscriber and its representatives have raised concerning the transaction and is based in part on its own evaluation of the risks and merits of the purchase and the Company’s proposed business activities. Subscriber understands:
(i) The risks involved in this offering, including the speculative nature of the investment;
(ii) The lack of liquidity and restrictions on transfer of the Common Stocks and;
(iii) The financial hazards involved in this offering, including the risk of losing Subscriber’s entire investment.
(b) Subscriber acknowledges that it has prior investment experience, including investment in non-registered securities; that is recognizes the highly speculative nature of this investment and is able to bear the economic risk and is able to fend for itself; and that is has been advised by or have had an opportunity to employ the services of an investment adviser, attorney or accountant who is qualified by training and experience in business and financial matters to evaluate the merits and risks of such an investment and who has had the opportunity to review the Terms of the Offering and the Company’s publicly filed documents, links to which are provided in the Terms of the Offering.
(c) Subscriber represents that it and its investment advisor, attorney or accountant, if any, have been furnished by the Company, during the course of this transaction, with all information regarding the Comp...
Representations, Warranties and Agreements of the Subscriber. The Subscriber represents and warrants to the Company and acknowledges and agrees as follows:
(a) The Subscriber is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as a result of the Subscriber being: Check all that apply.
Representations, Warranties and Agreements of the Subscriber. Each Subscriber hereby, for itself and for no other Subscriber, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:
(a) Organization; Authority. Subscriber, if not a natural person, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Subscriber. This Agreement has been duly executed by Subscriber, and when delivered by Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.
Representations, Warranties and Agreements of the Subscriber. The Subscriber represents and warrants to, and agrees with, the Company that the statements in this Section 3.2 are true and correct as of the date of this Agreement:
Representations, Warranties and Agreements of the Subscriber. The undersigned subscriber hereby represents and warrants to the Trust and each other subscriber who acquires any of the Shares as follows, and the undersigned subscriber acknowledges that it has full knowledge that the Trust and each of such other subscribers intends to rely on such representations, warranties and agreements: