Subscriber's Acknowledgments Sample Clauses

Subscriber's Acknowledgments. The Company has disclosed to me and the undersigned understands that: (a) There is no present public market for the Preferred Stock and it is unlikely that a public market for the Preferred Stock will develop in the future. (c) Due to the absence of a public market for the Preferred Stock: (i) the undersigned may not be able to liquidate this investment in the event of an unexpected need for cash; (ii) transferability of the Preferred Stock is extremely limited; and (iii) in the event of a disposition of the Preferred Stock, the undersigned could sustain the loss of all or part of his investment in the Preferred Stock. (d) The Preferred Stock has not been registered under the Act or State securities laws and, therefore, the Preferred Stock cannot be resold or transferred unless it is subsequently registered under the Act and applicable State securities or "Blue Sky" laws or exemptions from such registration are available. (e) A legend summarizing the restrictions on the transfer of the Preferred Stock will be made on the Preferred Stock to be purchased by me. (f) The Preferred Stock has not been registered under the Act in reliance upon an exemption under the provisions of that Act which depends, in part, upon the investment intention of the purchaser. In this connection, the undersigned understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the representation of the purchaser merely meant that its present intention was to hold such Preferred Stock for a short period, such as the capital gains period of the Internal Revenue Code, for a deferred sale, for a market rise, or for a sale if the market does not rise (assuming that a market develops) for a year, or for any other fixed period. The undersigned realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with this investment representation, and the SEC might regard such a sale or disposition as a deferred sale to which the exemption is not available. (g) An investment in the Company involves considerable risks not associated with other investments, including without limitation, the risks identified in the SEC Filings. (h) No Federal or State agency has made any finding or determination as to the fairness of the investment, nor have they made any recommendation or endorsement concerning the Preferred Stock. (i) This Subscription Agreement is not revocable by the undersi...
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Subscriber's Acknowledgments. The Subscriber agrees and acknowledges that:
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Subscriber's Acknowledgments. The Subscriber agrees and acknowledges that: · Further Financing. The Corporation may issue further offers similar to the within which may bear higher or lower prices, as reasonably determined by the Corporation. The Corporation may, and will, acquire debt and/or equity financing in the future if required or advisable in the course of the Corporation’s business development.
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Subscriber's Acknowledgments. The Subscriber agrees and acknowledges ----------------------------- that:
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Subscriber's Acknowledgments. 7.1 Subscriber's Acknowledgment The Subscriber acknowledges that: (a) the Owner is not the manufacturer of the goods; (b) in choosing the goods the Renter did not rely on: (i) anything that the Owner may have told it about them; or (ii) any information that the Owner may have given it about them; (c) in deciding to sign this rental agreement the Renter did not rely on: (i) anything that the Owner may have told it about; or (ii) any information that the Owner may have given it about, and its rights duties under it, or its effect on the tax position or its treatment for accounting purposes of the Renter; (d) this Subscription agreement may be subject to certain principal and agency arrangements, end value insurance, end value buy back arrangements or other arrangements between the Owner and certain third parties and that these matters may not be, and are not required to be, disclosed to the Subscriber; and (e) this Subscription agreement only becomes binding when both parties have signed it even if the Subscriber has paid an installment.
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Subscriber's Acknowledgments. The Subscriber acknowledges, confirms and agrees with the following: (a) no prospectus or registration statement has been filed by the Company with any securities commission in Canada or the U.S. respectively in connection with the issuance of the Securities; (a) the issuance of the Shares and Warrants contemplated hereby will be made in reliance upon an exclusion from the registration requirements of the United States Securities Act of 1933 (the “1933 Act”); (b) none of the Securities or the Warrant Shares have been registered under the 1933 Act or the securities laws of any state and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as defined in Rule 902 of Regulation S promulgated under the 1933 Act (“Regulation S”)), which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”) unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available; (c) the Securities and the Warrant Shares will be “restricted securities” as defined in Rule 144 of the 1933 Act and will be subject to restrictions on resale pursuant to Rule 144 and may not be sold except in compliance with Rule 144, or another exemption from the registration requirements under the 1933 Act, or if the Securities are registered under the 1933 Act for resale. In the case of the Warrant Shares, the restricted period under Rule 144 will commence on the date of exercise of the corresponding Warrants; (d) that the Subscriber, or any person who exercises the Warrants, will be required to provide to the Company at the time of exercise of any Warrants either: (1) a written certification that the holder (a) at the time of exercise of the Warrants is not in the United States, (b) is not a “U.S. person,” as such term is defined in Regulation S (a “U.S. Person”), and is not exercising such securities on behalf of a U.S. Person or a person in the United States, and (c) did not execute or deliver the exercise form for such securities in the United States; or (2) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company to the effect that an exemption from ...
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Subscriber's Acknowledgments. (a) Subscriber acknowledges and agrees that it is responsible and liable for any and all breaches of these Terms and Conditions, whether such breach is the result of use of the Services by Subscriber, any end-user using the Services on behalf of or for the benefit of Subscriber and using the Services through Subscriber’s license (each an “End User”); (b) Subscriber acknowledges that Stericycle assumes no responsibility for and exercises no control over the content communicated via the Services as provided by Subscriber or End Users (the “Content”). Stericycle shall not be liable for any loss or damage arising out of inaccurate and/or incomplete Content provided by Subscriber. Stericycle makes no representation or warranty that the Services shall accurately contact or connect with any third parties as directed by Subscriber or that such Content such be communicated in its entirety, except in the case where Subscriber has provided accurate information; (c) Subscriber acknowledges and agrees that, in addition to the termination rights set out in the Agreement, Stericycle may, in its sole discretion, suspend or terminate one or more features of the Services without notice or refund if Subscriber is in breach of any term or condition of this SOW.
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Subscriber's Acknowledgments. The Subscribers acknowledge and agree that: (a) the Subscribers have made and have relied on their searches, investigations and enquiries in respect of the Brand Companies, the Brand Business and the Assets and their own evaluation of any material provided by CBI or the Companies to the Subscribers or their respective Representatives before the date of this agreement including the Due Diligence Materials; (b) the Subscribers have had the benefit of independent legal, financial and technical advice relating to their proposed subscription for the New Shares and the terms of this agreement; (c) no Constellation Group Company has made, and no Representative of any Constellation Group Company has made, any warranty as to the accuracy of any forecast, budget, estimate, projection, statement of opinion or statement of intention provided to the Subscribers or their Representatives before the date of this agreement; (d) the Subscribers are not entering into this agreement in reliance on, and may not rely on, any forecast, budget, estimate, projection, statement of opinion, statement of intention or any other warranty, representation or other statement made or purporting to be made by or on behalf of any Constellation Group Company, or their Representatives, other than the Warranties; (e) the disclosure of any matter in or by virtue of the Disclosure Letter does not constitute or imply any warranty, representation, statement, covenant, agreement, indemnity or undertaking not expressly given by the Companies in this agreement and the contents of the Disclosure Letter do not have the effect of extending the scope of any of the Warranties or the other provisions of this agreement; and (f) any Claim by any Subscriber Group Member must be based solely on and limited to the express provisions of this agreement and that, to the maximum extent permitted by law, all terms and conditions that may be implied by law in any jurisdiction and which are not expressly set out in this agreement are excluded (and to the extent that any such terms and conditions cannot be excluded then the Subscribers irrevocably waive all rights and remedies they may have in relation to, and releases CBI and each Company and each of their Representatives from any liability in respect of, such terms and conditions).
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Related to Subscriber's Acknowledgments

  • System Acknowledgments Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

  • Risk Acknowledgment ADVISER does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that ADVISER may take or recommend for the Account, or the success of ADVISER’s overall management of the Account. CLIENT understands that investment recommendations for the Account by ADVISER are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

  • Participant’s Acknowledgments The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.

  • Certain Acknowledgments Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.

  • Additional Acknowledgments Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.