Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber represents and warrants to the Company that he, she or it: a. has received a copy of the Company’s Prospectus dated [effective date] and all exhibits thereto; b. has been informed that the Units of the Company are offered and sold in reliance upon: (i) a federal securities registration; and (ii) Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) securities registrations; c. understands that the Units subscribed for pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; d. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states), and that the Company is relying in part upon the representations of the undersigned Subscriber contained herein; e. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity; g. understands that: (i) there is no present market for the Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system; (iii) no such market is expected to develop in the future; and (iv) there are significant restrictions on the transferability of the Units; h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units; i. has received a copy of the Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the Company, the Subscriber and the Units will be bound by the provisions of the Operating Agreement, including, among others, provisions restricting the transfer of Units; j. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the restrictions contained in the Company’s Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber shall sell or distribute them only in strict accordance with the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; k. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; l. understands that the Company will place a restrictive legend on any certificate representing Units, containing substantially the following language as the same may be amended by the Company’s Directors in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. m. understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units; n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units; o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment; p. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein; q. has written his/her/its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement; r. is not subject to back up withholding, either because the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked); s. understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer
Appears in 1 contract
Sources: Subscription Agreement (Amaizing Energy Holding Company, LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company Cardinal Ethanol that he, she or it:
a. has received a copy of the CompanyCardinal Ethanol’s Prospectus dated [effective date] and all the exhibits thereto;
b. has been informed that the Units of the Company Cardinal Ethanol are offered and sold in reliance upon: (i) upon a federal securities registration; Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and (ii) Iowa, Kansas, Nebraska, Missouri Tennessee securities registrations; and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of IowaFlorida, KansasGeorgia, NebraskaIllinois, Missouri Indiana, Kentucky, Michigan, Ohio, and South Dakota (and, potentially, various other states)Tennessee, and that the Company Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the IowaFlorida, KansasGeorgia, NebraskaIllinois, Missouri Indiana, Kentucky, Michigan, Ohio, and South Dakota (and, potentially, various other states) Tennessee Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for Cardinal Ethanol’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Unitsunits;
i. h. has received a copy of the Company’s Cardinal Ethanol Second Amended and Restated Operating Agreement, dated January ___February 1, 20072006, and understands that upon closing the escrow by the CompanyCardinal Ethanol, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the along with restrictions contained in the Company’s Cardinal Ethanol Second Amended and Restated Operating Agreement, Agreement and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. j. meets the suitability test marked in numbered paragraph Item 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company Cardinal Ethanol will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors Governors of Cardinal Ethanol in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. m. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. , believes that the investment in Units is suitable for the Subscriber subscriber and that he/she/it can bear the economic risk of the purchase of Units, Units including the total loss of his/her/its the undersigned’s investment;
p. n. may not transfer or assign this Subscription Agreementsubscription agreement, or any of the Subscribersubscriber’s interest herein;
q. o. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreementsubscription agreement;
r. p. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. q. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and Cardinal Ethanol or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. r. acknowledges that the Company Cardinal Ethanol may retain possession of certificates representing the Subscribersubscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company SIBE that he, she or it:
a. has received a copy of the CompanySIBE’s Prospectus dated [180 days from the effective datedate of our post-effective amendment] and all exhibits thereto;
b. has been informed that the Units of the Company SIBE are offered and sold in reliance upon: (i) a federal securities registration; and (ii) Alaska, Colorado, Illinois, Iowa, Kansas, Nebraska, Missouri and South Dakota Kansas securities registrations; and (and, potentially, iii) exemptions from securities registrations in various other states) securities registrations;
c. understands that the Units subscribed for to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability;
d. has been informed that the Units subscribed for to be issued pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States states of Alaska, Illinois, Iowa, KansasMissouri, Nebraska, Missouri Kansas and South Dakota (and, potentially, various other states)Colorado, and that the Company SIBE is relying in part upon the representations of the undersigned Subscriber contained herein;
e. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Alaska, Illinois, Iowa, KansasMissouri, Nebraska, Missouri Kansas and South Dakota (and, potentially, various other states) Securities Departments Colorado securities agencies or regulators or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entityperson;
g. understands that: (i) that there is no present market for the CompanySIBE’s Units; (ii) , that the Units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
h. has been encouraged to rely upon the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the CompanySIBE’s Amended And Restated Operating Agreement, dated January ___May 4, 20072005, and understands that upon closing the escrow by the CompanySIBE, the Subscriber and the Units will be bound by the provisions of the Amended And Restated Operating Agreement, includingwhich contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the restrictions contained in the CompanySIBE’s Amended And Restated Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber shall sell or distribute them only in strict accordance with the terms of the CompanySIBE’s Amended And Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. understands that the Company SIBE will place a restrictive legend on any certificate representing Units, Units containing substantially the following language as the same may be amended by the CompanySIBE’s Board of Directors in their its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE TRANSsFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands that, to enforce the above legend, the Company SIBE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. , believes that the investment in Units is suitable for the Subscriber and that he/she/it the Subscriber can bear the economic risk of the purchase of Units, including the total loss of his/her/its the undersigned’s investment;
p. o. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q. p. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E E.2 of this Subscription Agreement;
r. ; q. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rq) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement E.2 is checked);
s. r. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company SIBE and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that the Promissory Note and Security Agreement; and
t. s. acknowledges that the Company SIBE may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. IndividualsDate: Entities: _______________________________ Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Sources: Subscription Agreement (Southern Iowa Bioenergy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of the CompanyE Energy Adams’s Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of the Company E Energy A▇▇▇▇ are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) state registrations in Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, and Florida; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, various other states), and Florida and that the Company E Energy A▇▇▇▇ is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, various other states) and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for E Energy Adams’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Unitsunits;
i. h. has received a copy of the Company’s E Energy A▇▇▇▇ Operating Agreement, dated January ___April 25, 20072005, and understands that upon closing the escrow by the CompanyE Energy A▇▇▇▇, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s E Energy A▇▇▇▇ Operating Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company E Energy A▇▇▇▇ will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of E Energy A▇▇▇▇ in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, HYPOTHECATION OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIMEAGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company E Energy A▇▇▇▇ may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. m. may not transfer or assign this Subscription Agreement, or any of the Subscribersubscriber’s interest herein;
q. has herein without the prior written consent of E Energy A▇▇▇▇; n.has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. o. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. p. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and E Energy A▇▇▇▇ or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. q. acknowledges that the Company E Energy A▇▇▇▇ may retain possession of certificates representing the Subscribersubscriber’s Units units to perfect its security interest in those Unitsunits. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the Subscriber subscriber represents and warrants to the Company E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of the CompanyE Energy Adams’s Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits thereto;
b. has been informed that the Units units of the Company E Energy A▇▇▇▇ are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) state registrations in Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, and Florida; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, various other states), and Florida and that the Company E Energy A▇▇▇▇ is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, various other states) and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for E Energy Adams’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Units;
i. units; h. has received a copy of the Company’s E Energy A▇▇▇▇ Operating Agreement, dated January ___April 25, 20072005, and understands that upon closing the escrow by the CompanyE Energy A▇▇▇▇, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s E Energy A▇▇▇▇ Operating Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company E Energy A▇▇▇▇ will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of E Energy A▇▇▇▇ in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, HYPOTHECATION OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIMEAGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company E Energy A▇▇▇▇ may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. m. may not transfer or assign this Subscription Agreement, or any of the Subscribersubscriber’s interest hereinherein without the prior written consent of E Energy A▇▇▇▇;
q. n. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. o. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. p. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and E Energy A▇▇▇▇ or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. q. acknowledges that the Company E Energy A▇▇▇▇ may retain possession of certificates representing the Subscribersubscriber’s Units units to perfect its security interest in those Unitsunits. Individuals: EntitiesSignature of Subscriber/Joint Subscriber: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the Subscriber subscriber represents and warrants to the Company FUEL that he, she or it:
a. has received a copy of the CompanyFUEL’s Prospectus dated [effective dateDATE] and all the exhibits thereto;
b. has been informed that the Units of the Company FUEL are offered and sold in reliance upon: (i) upon a federal securities registration; Florida and (ii) Iowa, Kansas, Nebraska, Missouri Georgia; and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. ; c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa, Kansas, Nebraska, Missouri Florida and South Dakota (and, potentially, various other states), Georgia and that the Company FUEL is relying in part upon the representations of the undersigned Subscriber contained herein;
e. ; d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Iowa, Kansas, Nebraska, Missouri Florida and South Dakota (and, potentially, various other states) Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. ; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity;
g. person; f. understands that: (i) that there is no present market for FUEL’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
h. membership units; g. has been encouraged to rely upon the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. units; h. has received a copy of the CompanyFUEL’s Second Amended and Restated Operating Agreement, dated January ___April 5, 20072006, and understands that upon closing the escrow by the CompanyFUEL, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. membership units; i. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the along with restrictions contained in the CompanyFUEL’s Second Amended and Restated Operating Agreement, Agreement and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. j. meets the suitability test marked in numbered paragraph Item 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company FUEL will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of FUEL in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME AND AGREED TO TIMEBY EACH MEMBER. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk any of the purchase of Units, including the total loss of his/her/its investment;
p. membership units; m. may not transfer or assign this Subscription Agreementsubscription agreement, or any of the Subscribersubscriber’s interest herein;
q. ; n. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E2 on this Subscription Agreementsubscription agreement;
r. o. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E2 is checked);
s. ; p. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and FUEL or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. and q. acknowledges that the Company FUEL may retain possession of certificates representing the Subscribersubscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company Highwater Ethanol that he, she or it:
a. has received a copy of the CompanyHighwater Ethanol’s Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of the Company Highwater Ethanol are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) state registrations in Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, NebraskaLouisiana, Missouri Minnesota, Missouri, South Dakota, and South Dakota (and, potentially, Wisconsin; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, NebraskaLouisiana, Missouri and Minnesota, Missouri, South Dakota (and, potentially, various other states)Dakota, and Wisconsin and that the Company Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, NebraskaLouisiana, Missouri Minnesota, Missouri, South Dakota, and South Dakota (and, potentially, various other states) Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for Highwater Ethanol’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Unitsunits;
i. h. has received a copy of the Company’s Operating Highwater Ethanol Member Control Agreement, dated January ___May 4, 20072006, and understands that upon closing the escrow by the CompanyHighwater Ethanol, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingMember Control Agreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s Operating Highwater Ethanol Member Control Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company Highwater Ethanol will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors Governors of Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME AND AGREED TO TIMEBY EACH MEMBER. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company Highwater Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. m. may not transfer or assign this Subscription Agreement, or any of the Subscribersubscriber’s interest hereinherein without the prior written consent of Highwater Ethanol;
q. n. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. o. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. p. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and Highwater Ethanol or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. and q. acknowledges that the Company Highwater Ethanol may retain possession of certificates representing the Subscribersubscriber’s Units units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officerunits.
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company Advanced BioEnergy that he, she or it:
a. has received a copy of the Company’s Advanced BioEnergy's Prospectus dated [effective date] __________ and all the exhibits thereto;
; b. has been informed that the Units of the Company Advanced BioEnergy are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) Nebraska, South Dakota, Iowa, KansasTexas, NebraskaWisconsin, Missouri Kansas and South Dakota (and, potentially, Florida securities registrations; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. ; c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Nebraska, South Dakota, Iowa, KansasTexas, NebraskaWisconsin, Missouri Kansas and South Dakota (and, potentially, various other states)Florida, and that the Company Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein;
e. ; d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Nebraska, South Dakota, Iowa, KansasTexas, NebraskaWisconsin, Missouri Kansas and South Dakota (and, potentially, various other states) Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. ; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entityperson;
g. understands that: (i) there is no present market for the Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system; (iii) no such market is expected to develop in the future; and (iv) there are significant restrictions on the transferability of the Units;
h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the Company, the Subscriber and the Units will be bound by the provisions of the Operating Agreement, including, among others, provisions restricting the transfer of Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the restrictions contained in the Company’s Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber shall sell or distribute them only in strict accordance with the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. understands that the Company will place a restrictive legend on any certificate representing Units, containing substantially the following language as the same may be amended by the Company’s Directors in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q. has written his/her/its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement;
r. is not subject to back up withholding, either because the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked);
s. understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the Subscriber subscriber represents and warrants to the Company FUEL that he, she or it:
a. has received a copy of the CompanyFUEL’s Prospectus dated [effective dateDATE] and all the exhibits thereto;
b. has been informed that the Units of the Company FUEL are offered and sold in reliance upon: (i) upon a federal securities registration; Alabama, Florida and (ii) Iowa, Kansas, Nebraska, Missouri Georgia; and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of IowaAlabama, Kansas, Nebraska, Missouri Florida and South Dakota (and, potentially, various other states), Georgia and that the Company FUEL is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the IowaAlabama, Kansas, Nebraska, Missouri Florida and South Dakota (and, potentially, various other states) Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for FUEL’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Unitsunits;
i. h. has received a copy of the CompanyFUEL’s Amended and Restated Operating Agreement, dated January dated____, 20072005, and understands that upon closing the escrow by the CompanyFUEL, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Amended and Restated Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the along with restrictions contained in the CompanyFUEL’s Amended and Restated Operating Agreement, Agreement and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. j. meets the suitability test marked in numbered paragraph Item 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company FUEL will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of FUEL in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE EXTENT SUCH SALESATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, TRANSFERNO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, HYPOTHECATIONASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED OPERATING AGREEMENT ARE AVAILABLE FOR SALE OR TRANSFERRED IN INSPECTION AT THE ABSENCE PRINCIPAL OFFICE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWSCOMPANY.
m. l. understands that, to enforce the above legend, the Company FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. m. has sufficient knowledge examined the information presented in the prospectus and experience in business exhibits and financial matters so as to be able is competent to evaluate the merits and risks of an investment in the Units;
o. believes establish that the investment in Units is suitable for consistent with the Subscriber subscriber’s risk tolerance and investment goals such that he/she/it the subscriber can bear the economic risk of the purchase of Units, Units including the total loss of his/her/its the undersigned’s investment;
p. ; n. may not transfer or assign this Subscription Agreementsubscription agreement, or any of the Subscribersubscriber’s interest herein;
q. o. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E2 on this Subscription Agreement;
r. subscription agreement; p. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E2 is checked);
s. q. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and FUEL or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. r. acknowledges that the Company FUEL may retain possession of certificates representing the Subscribersubscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company EKAE that he, she or it:
a. has received a copy of the Company’s Prospectus dated [effective date] and is familiar with and understands EKAE's Prospectus, and all exhibits modifications or supplements thereto;
; b. has relied solely upon the Prospectus in evaluating the purchase of the Units; c. has been informed that the Units of the Company EKAE are offered and sold in reliance upon: (i) upon a federal securities registration; , Kansas and (ii) IowaMissouri securities registrations, Kansas, Nebraska, Missouri and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
; d. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa, Kansas, Nebraska, Missouri Kansas and South Dakota (and, potentially, various other states)Missouri, and that the Company EKAE is relying in part upon the representations of the undersigned Subscriber contained herein;
; e. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Iowa, Kansas, Nebraska, Securities and Exchange Commission or the Kansas or Missouri and South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity;
person; g. understands that: (i) that there is no present market for EKAE's membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
membership units; h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the Company’s EKAE Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the CompanyEKAE, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. membership units; i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws in addition to the along with restrictions contained in the Company’s EKAE Operating Agreement, Agreement and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. ; j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. ; k. understands that the Company EKAE will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of EKAE in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME AGREED TO TIMEBY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands . l. and that, to enforce the above legend, the Company EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. any of the membership units; m. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. , believes that the investment in Units is suitable for the Subscriber subscriber and that he/she/it can bear the economic risk of the purchase of Units, Units including the total loss of his/her/its the undersigned's investment;
p. ; n. may not transfer or assign this Subscription Agreementsubscription agreement, or any of the Subscriber’s subscriber's interest herein;
q. ; o. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item 3 on this Subscription Agreement;
r. subscription agreement; and p. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item 3 is checked);
s. understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. IndividualsSIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER: EntitiesDATE: _______________________________ INDIVIDUALS: ENTITIES: ---------------------------------------- ----------------------------------- Name of Individual Subscriber (Please Print) Name of Entity (Please Print) (Please Print) ---------------------------------------- ----------------------------------- Signature of Individual Print Name and Title of Officer ---------------------------------------- ----------------------------------- Name of Joint Individual Subscriber Signature of Officer (Please Print) --------------------------------------------- Signature of OfficerJoint Individual Subscriber ACCEPTANCE OF SUBSCRIPTION BY EAST KANSAS AGRI-ENERGY, L.L.C.: East Kansas Agri-Energy, L.L.C. hereby accepts the subscription for the above Units. Dated this ___________ day of __________________________, 200___. EAST KANSAS AGRI-ENERGY, L.L.C. By: ----------------------------------- Its: --------------------------------- PROMISSORY NOTE Date of Subscription Agreement: ___________________________________, 200__. Number of Units subscribed for at / / $1,000 per Unit, / / $1,100 Per Unit, / / $1,200 Per Unit ------------- (check box preceding price corresponding to purchase date) Total Purchase Price (price per Unit multiplied by number of ------------- Units subscribed)
Appears in 1 contract
Sources: Subscription Agreement (East Kansas Agri Energy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company East Coast that he, she or it:
: ____ ____ a. has received a copy of the Company’s East Coast's Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits thereto;
thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; ____ ____ b. has been informed that the Units units of the Company East Coast are offered and sold in reliance upon: (i) upon a federal securities registration; state registrations in Florida, Maryland, New York, South Carolina, North Carolina, Virginia and (ii) Iowa, Kansas, Nebraska, Missouri Georgia; and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. states and jurisdictions, and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. ; ____ ____ c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of IowaFlorida, KansasMaryland, NebraskaNew York, Missouri South Carolina, North Carolina, Virginia and South Dakota (and, potentially, various other states), Georgia and that the Company East Coast is relying in part upon the representations of the undersigned Subscriber contained herein;
e. ; ____ ____ d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the IowaSEC, Kansasor the Florida, NebraskaMaryland, Missouri New York, South Carolina, North Carolina, Virginia and South Dakota (and, potentially, various other states) Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. ; ____ ____ e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entity;
g. person; ____ ____ f. understands that: (i) that there is no present market for East Coast's membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
h. membership units; ____ ____ g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Units;
i. units; ____ ____ h. has received a copy of the Company’s East Coast Operating Agreement, dated January ___July 27, 2007, and understands that upon closing the escrow by the CompanyEast Coast, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. membership units; ____ ____ i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s East Coast Operating Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. ; ____ ____ j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. ; ____ ____ k. understands that the Company East Coast will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of East Coast in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. . ____ ____ l. understands that, to enforce the above legend, the Company East Coast may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk any of the purchase of Units, including the total loss of his/her/its investment;
p. membership units; ____ ____ m. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s subscriber's interest herein;
q. herein without the prior written consent of East Coast; ____ ____ n. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. ; ____ ____ o. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (ro) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. ; and ____ ____ p. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and East Coast or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerNote.
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company Advanced BioEnergy that he, she or it:
a. has received a copy of the Company’s Advanced BioEnergy's Prospectus dated [effective date] and all the exhibits thereto;
b. has been informed that the Units of the Company Advanced BioEnergy are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) Nebraska, South Dakota, Iowa, KansasTexas, NebraskaWisconsin, Missouri Kansas and South Dakota (and, potentially, Florida securities registrations; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Nebraska, South Dakota, Iowa, KansasTexas, NebraskaWisconsin, Missouri Kansas and South Dakota (and, potentially, various other states)Florida, and that the Company Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Nebraska, South Dakota, Iowa, KansasTexas, NebraskaWisconsin, Missouri Kansas and South Dakota (and, potentially, various other states) Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for Advanced BioEnergy's membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Unitsunits;
i. h. has received a copy of the Company’s Advanced BioEnergy Operating Agreement, dated January ___February 18, 20072005, and understands that upon closing the escrow by the CompanyAdvanced BioEnergy, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the along with restrictions contained in the Company’s Advanced BioEnergy Operating Agreement, Agreement and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. j. meets the suitability test marked in numbered paragraph Item 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company Advanced BioEnergy will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of Advanced BioEnergy in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME AGREED TO TIMEBY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company Advanced BioEnergy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. m. has sufficient knowledge examined the information presented in the prospectus and experience in business exhibits and financial matters so as to be able is competent to evaluate the merits and risks of an investment in the Units;
o. believes establish that the investment in Units is suitable for consistent with the Subscriber subscriber's risk tolerance and investment goals such that he/she/it the subscriber can bear the economic risk of the purchase of Units, Units including the total loss of his/her/its the undersigned's investment;
p. n. may not transfer or assign this Subscription Agreementsubscription agreement, or any of the Subscriber’s subscriber's interest herein;
q. o. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreementsubscription agreement;
r. p. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph Item 2 of Section E of this Subscription Agreement is checked);
s. q. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and Advanced BioEnergy or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges r. Acknowledges that the Company Advanced BioEnergy may retain possession of certificates representing the Subscriber’s subscriber's Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company SIBE that he, she or it:
a. has received a copy of the CompanySIBE’s Prospectus dated [effective date] and all exhibits thereto;
b. has been informed that the Units of the Company SIBE are offered and sold in reliance upon: (i) a federal securities registration; and (ii) Alaska, Iowa, Kansas, Nebraska, Missouri and South Dakota Nebraska securities registrations; and (and, potentially, iii) exemptions from securities registrations in various other states) securities registrations;
c. understands that the Units subscribed for to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability;
d. has been informed that the Units subscribed for to be issued pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States states of Alaska, Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states)Nebraska, and that the Company SIBE is relying in part upon the representations of the undersigned Subscriber contained herein;
e. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Alaska, Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) Securities Departments or Nebraska securities agencies or regulators or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entityperson;
g. understands that: (i) that there is no present market for the CompanySIBE’s Units; (ii) , that the Units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
h. has been encouraged to rely upon the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the CompanySIBE’s Amended And Restated Operating Agreement, dated January ___May 4, 20072005, and understands that upon closing the escrow by the CompanySIBE, the Subscriber and the Units will be bound by the provisions of the Amended And Restated Operating Agreement, includingwhich contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the restrictions contained in the CompanySIBE’s Amended And Restated Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber shall sell or distribute them only in strict accordance with the terms of the CompanySIBE’s Amended And Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. understands that the Company SIBE will place a restrictive legend on any certificate representing Units, Units containing substantially the following language as the same may be amended by the CompanySIBE’s Board of Directors in their its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands that, to enforce the above legend, the Company SIBE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. , believes that the investment in Units is suitable for the Subscriber and that he/she/it the Subscriber can bear the economic risk of the purchase of Units, including the total loss of his/her/its the undersigned’s investment;
p. o. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q. p. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E E.2 of this Subscription Agreement;
r. q. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rq) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement E.2 is checked);
s. r. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company SIBE and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that the Promissory Note and Security Agreement; and
t. s. acknowledges that the Company SIBE may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Sources: Subscription Agreement (Southern Iowa Bioenergy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company UWGP that he, she or it:
a. has received a copy of the Company’s Prospectus dated [effective date] and is familiar with and understands UWGP's Prospectus, and all exhibits thereto;
b. modifications or supplements thereto ; c. has been informed that the Units of the Company UWGP are offered and sold in reliance upon: (i) upon a federal securities registration; , Illinois, Ohio and (ii) IowaWisconsin securities registrations, Kansas, Nebraska, Missouri and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
; d. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of IowaIllinois, KansasOhio, Nebraska, Missouri and South Dakota (and, potentially, various other states)Wisconsin, and that the Company UWGP is relying in part upon the representations of the undersigned Subscriber contained herein;
; e. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the IowaSecurities and Exchange Commission or the Illinois, Kansas, Nebraska, Missouri Ohio and South Dakota (and, potentially, various other states) Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity;
person; g. understands that: (i) that there is no present market for UWGP's membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
membership units; h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the Company’s UWGP Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the CompanyUWGP, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. membership units; i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws in addition to the along with restrictions contained in the Company’s UWGP Operating Agreement, Agreement and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. ; j. meets the suitability test marked in numbered paragraph Item 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. ; k. understands that the Company UWGP will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of UWGP in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME AGREED TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWSEACH MEMBER.
m. understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q. has written his/her/its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement;
r. is not subject to back up withholding, either because the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked);
s. understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer
Appears in 1 contract
Sources: Subscription Agreement (United Wisconsin Grain Producers LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company Advanced BioEnergy that he, she or it:
a. has received a copy of the Company’s Advanced BioEnergy's Prospectus dated [effective date] __________ and all the exhibits thereto;
; b. has been informed that the Units of the Company Advanced BioEnergy are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) Nebraska, South Dakota, Iowa, Kansas, Nebraska, Missouri Texas and South Dakota (and, potentially, Florida securities registrations; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. ; c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Nebraska, South Dakota, Iowa, Kansas, Nebraska, Missouri Texas and South Dakota (and, potentially, various other states)Florida, and that the Company Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein;
e. ; d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Nebraska, South Dakota, Iowa, Kansas, Nebraska, Missouri Texas and South Dakota (and, potentially, various other states) Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. ; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entityperson;
g. understands that: (i) there is no present market for the Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system; (iii) no such market is expected to develop in the future; and (iv) there are significant restrictions on the transferability of the Units;
h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the Company, the Subscriber and the Units will be bound by the provisions of the Operating Agreement, including, among others, provisions restricting the transfer of Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the restrictions contained in the Company’s Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber shall sell or distribute them only in strict accordance with the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. understands that the Company will place a restrictive legend on any certificate representing Units, containing substantially the following language as the same may be amended by the Company’s Directors in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q. has written his/her/its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement;
r. is not subject to back up withholding, either because the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked);
s. understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company MinnErgy that he, she or it:
a. has received a copy of the CompanyMinnErgy’s Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that acknowledgesthat the Units units of the Company MinnErgy are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) state registrations in Iowa, KansasMinnesota, Nebraska, Missouri and South Dakota (and, potentially, Wisconsin; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. has been informed c. acknowledges that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states)Minnesota, and Wisconsin and that the Company MinnErgy is relying in part upon the representations of the undersigned Subscriber contained herein;
e. has been informed d. acknowledges that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Iowa, KansasMinnesota, Nebraska, Missouri and South Dakota (and, potentially, various other states) Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entityperson;
g. understands that: (i) f. acknowledges that there is no present market for MinnErgy’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. has been g. is encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Unitsunits;
i. h. has received a copy of the CompanyMinnErgy’s Operating Second Amended and Restated Member Control Agreement, dated January ___May 4, 2007, and understands that upon closing the escrow by the CompanyMinnErgy, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAmended and Restated Member Control Agreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. understands i. acknowledges that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in addition to the restrictions contained in the CompanyMinnErgy’s Operating Second Amended and Restated Member Control Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, and Item E.5 above;
k. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; [Minnesota subscribers should NOT initial this subsection];
l. understands acknowledges that the Company MinnErgy will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors Governors of MinnErgy in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP COMPANY UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands acknowledges that, to enforce the above legend, the Company MinnErgy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. may not transfer or assign this Subscription Agreement, or any of the Subscribersubscriber’s interest hereinherein without the prior written consent of MinnErgy;
q. o. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. is p. ▇▇ not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. understands q. acknowledges that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and MinnErgy or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. r. acknowledges that the Company MinnErgy may retain possession of certificates representing the Subscribersubscriber’s Units units to perfect its security interest in those Unitsunits. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the Subscriber subscriber represents and warrants to the Company E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of the CompanyE Energy Adams’s Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits thereto;
b. has been informed that the Units units of the Company E Energy A▇▇▇▇ are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) state registrations in Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, and Florida; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, various other states), and Florida and that the Company E Energy A▇▇▇▇ is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Nebraska, Iowa, Kansas, NebraskaMissouri, Missouri and Wisconsin, South Dakota (and, potentially, various other states) and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for E Energy Adams’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Unitsunits;
i. h. has received a copy of the Company’s E Energy A▇▇▇▇ Operating Agreement, dated January ___April 25, 20072005, and understands that upon closing the escrow by the CompanyE Energy A▇▇▇▇, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s E Energy A▇▇▇▇ Operating Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company E Energy A▇▇▇▇ will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of E Energy A▇▇▇▇ in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, HYPOTHECATION OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIMEAGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company E Energy A▇▇▇▇ may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. m. has sufficient knowledge examined the information presented in the Prospectus and experience in business exhibits and financial matters so as to be able is competent to evaluate the merits and risks of an investment in the Units;
o. believes establish that the investment in Units is suitable for consistent with the Subscriber subscriber’s risk tolerance and investment goals such that he/she/it the subscriber can bear the economic risk of the purchase of Units, units including the total loss of his/her/its the undersigned’s investment;
p. n. may not transfer or assign this Subscription Agreement, or any of the Subscribersubscriber’s interest hereinherein without the prior written consent of E Energy A▇▇▇▇;
q. o. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. p. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. q. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and E Energy A▇▇▇▇ or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. r. acknowledges that the Company E Energy A▇▇▇▇ may retain possession of certificates representing the Subscribersubscriber’s Units units to perfect its security interest in those Unitsunits. Individuals: EntitiesSignature of Subscriber/Joint Subscriber: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company Buffalo Ridge that he, she or it:
a. has received a copy of the CompanyBuffalo Ridge’s Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of the Company Buffalo Ridge are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) state registrations in Florida, Georgia, Illinois, Iowa, Kansas, NebraskaLouisiana, Missouri Minnesota, Missouri, and South Dakota (and, potentially, Dakota; and exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Florida, Georgia, Illinois, Iowa, Kansas, NebraskaLouisiana, Missouri Minnesota, Missouri, and South Dakota (and, potentially, various other states), and that the Company Buffalo Ridge is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Florida, Georgia, Illinois, Iowa, Kansas, NebraskaLouisiana, Missouri Minnesota, Missouri, and South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entityperson;
g. understands that: (i) f. has been informed that there is no present market for Buffalo Ridge’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Unitsunits;
i. h. has received a copy of the Company’s Operating AgreementBuffalo Ridge amended and restated operating agreement, dated January ___23, 2007, and understands that upon closing the escrow by the CompanyBuffalo Ridge, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingamended and restated operating agreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. understands i. has been informed that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s Operating AgreementBuffalo Ridge amended and restated operating agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreementamended and restated operating agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. understands k. has been informed that the Company Buffalo Ridge will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors Managers of Buffalo Ridge in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME AND AGREED TO TIMEBY EACH MEMBER. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands l. has been informed that, to enforce the above legend, the Company Buffalo Ridge may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. m. may not transfer or assign this Subscription Agreement, or any of the Subscribersubscriber’s interest hereinherein without the prior written consent of Buffalo Ridge;
q. n. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. o. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. understands p. has been informed that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and Buffalo Ridge or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. q. acknowledges that the Company Buffalo Ridge may retain possession of certificates representing the Subscribersubscriber’s Units units to perfect its security interest in those Unitsunits. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber represents and warrants to the Company that he, she or it:
a. has received a copy of the Company’s Prospectus dated [effective date] and all exhibits thereto;
b. has been informed that the Units of the Company are offered and sold in reliance upon: (i) a federal securities registration; and (ii) Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) securities registrations;
c. understands that the Units subscribed for pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability;
d. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states), and that the Company is relying in part upon the representations of the undersigned Subscriber contained herein;
e. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Iowa, Kansas, Nebraska, Missouri and South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity;
g. understands that: (i) there is no present market for the Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system; (iii) no such market is expected to develop in the future; and (iv) there are significant restrictions on the transferability of the Units;
h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the Company, the Subscriber and the Units will be bound by the provisions of the Operating Agreement, including, among others, provisions restricting the transfer of Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws in addition to the restrictions contained in the Company’s Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber shall sell or distribute them only in strict accordance with the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. understands that the Company will place a restrictive legend on any certificate representing Units, containing substantially the following language as the same may be amended by the Company’s Directors in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q. has written his/her/its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement;
r. is not subject to back up withholding, either because the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked);
s. understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Sources: Subscription Agreement (Amaizing Energy Holding Company, LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company Cardinal Ethanol that he, she or it:
a. has received a copy of the CompanyCardinal Ethanol’s Prospectus dated [effective date] and all the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of the Company Cardinal Ethanol are offered and sold in reliance upon: (i) upon a federal securities registration; state registrations in Florida, Georgia, Illinois, Indiana, Kentucky, and (ii) Iowa, Kansas, Nebraska, Missouri Ohio; and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of IowaFlorida, KansasGeorgia, NebraskaIllinois, Missouri and South Dakota (andIndiana, potentially, various other states)Kentucky, and Ohio and that the Company Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
e. d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the IowaSEC, Kansasor the Florida, NebraskaGeorgia, Missouri Illinois, Indiana, Kentucky, and South Dakota (and, potentially, various other states) Ohio Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entityperson;
g. f. understands that: (i) that there is no present market for Cardinal Ethanol’s membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Unitsmembership units;
h. g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Unitsunits;
i. h. has received a copy of the Company’s Cardinal Ethanol Second Amended and Restated Operating Agreement, dated January ___February 1, 20072006, and understands that upon closing the escrow by the CompanyCardinal Ethanol, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Unitsmembership units;
j. i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s Cardinal Ethanol Second Amended and Restated Operating Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. j. meets the suitability test marked in numbered paragraph Item 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. k. understands that the Company Cardinal Ethanol will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of Cardinal Ethanol in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. l. understands that, to enforce the above legend, the Company Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Unitsany of the membership units;
m. understands that, to enforce the above legend, Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. units, believes that the investment in Units units is suitable for the Subscriber subscriber and that he/she/it can bear the economic risk of the purchase of Units, units including the total loss of his/her/its the undersigned’s investment;
p. o. may not transfer or assign this Subscription Agreementsubscription agreement, or any of the Subscribersubscriber’s interest herein;
q. p. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreementsubscription agreement;
r. q. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (rp) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. r. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and Cardinal Ethanol or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. s. acknowledges that the Company Cardinal Ethanol may retain possession of certificates representing the Subscribersubscriber’s Units to perfect its security interest in those Unitsunits. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company East Coast that he, she or it:
: ____ ____ a. has received a copy of the Company’s East Coast's Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits thereto;
thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; ____ ____ b. has been informed that the Units units of the Company East Coast are offered and sold in reliance upon: (i) upon a federal securities registration; state registrations in Florida, Maryland, New York, South Carolina, North Carolina, Virginia and (ii) Iowa, Kansas, Nebraska, Missouri Georgia; and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. states and jurisdictions, and understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. ; ____ ____ c. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of IowaFlorida, KansasMaryland, NebraskaNew York, Missouri South Carolina, North Carolina, Virginia and South Dakota (and, potentially, various other states), Georgia and that the Company East Coast is relying in part upon the representations of the undersigned Subscriber contained herein;
e. ; ____ ____ d. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the IowaSEC, Kansasor the Florida, NebraskaMaryland, Missouri New York, South Carolina, North Carolina, Virginia and South Dakota (and, potentially, various other states) Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. ; ____ ____ e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entity;
g. person; ____ ____ f. understands that: (i) that there is no present market for East Coast's membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
h. membership units; ____ ____ g. has been encouraged to rely upon seek the advice of his/her/its his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of Units;
i. units; ____ ____ h. has received a copy of the Company’s East Coast Operating Agreement, dated January ___July 27, 2007, and understands that upon closing the escrow by the CompanyEast Coast, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. membership units; ____ ____ i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws in addition to the along with restrictions contained in the Company’s East Coast Operating Agreement, and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
k. ; ____ ____ j. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, Item E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. ; ____ ____ k. understands that the Company East Coast will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of East Coast in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. . ____ ____ l. understands that, to enforce the above legend, the Company East Coast may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk any of the purchase of Units, including the total loss of his/her/its investment;
p. membership units; ____ ____ m. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s subscriber's interest herein;
q. herein without the prior written consent of East Coast; ____ ____ n. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of Item E.2 on this Subscription Agreement;
r. ; ____ ____ o. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber him, her or it that he/she/it he is no longer subject to backup withholding (Note this clause (ro) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement Item E.2 is checked);
s. ; and ____ ____ p. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and East Coast or its successors and assigns to pursue the Subscriber obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those UnitsNote. Individuals: Entities: _______________________________ __________________________________ Name of Individual Subscriber (Please Print) Name of Entity (Please Print) _______________________________ __________________________________ Signature of Individual Print Name and Title of Officer _______________________________ __________________________________ Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer _______________________________ Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the Subscriber subscriber represents and warrants to the Company UWGP that he, she or it:
a. has received a copy of the Company’s Prospectus dated [effective date] and is familiar with and understands UWGP's Prospectus, and all exhibits thereto;
modifications or supplements thereto ; b. has relied solely upon the Prospectus in evaluating the purchase of the Units; c. has been informed that the Units of the Company UWGP are offered and sold in reliance upon: (i) upon a federal securities registration; , Illinois, Ohio and (ii) IowaWisconsin securities registrations, Kansas, Nebraska, Missouri and South Dakota (and, potentially, exemptions from securities registrations in various other states) securities registrations;
c. , and understands that the Units subscribed for to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
; d. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of IowaIllinois, KansasOhio, Nebraska, Missouri and South Dakota (and, potentially, various other states)Wisconsin, and that the Company UWGP is relying in part upon the representations of the undersigned Subscriber contained herein;
; e. has been informed that the Units securities subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the IowaSecurities and Exchange Commission or the Illinois, Kansas, Nebraska, Missouri Ohio and South Dakota (and, potentially, various other states) Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person or entity;
person; g. understands that: (i) that there is no present market for UWGP's membership units, that the Company’s Units; (ii) the Units membership units will not trade on an exchange or automatic quotation system; (iii) , that no such market is expected to develop in the future; future and (iv) that there are significant restrictions on the transferability of the Units;
membership units; h. has been encouraged to rely upon the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
i. has received a copy of the Company’s UWGP Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by the CompanyUWGP, the Subscriber subscriber and the Units membership units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. membership units; i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws in addition to the along with restrictions contained in the Company’s UWGP Operating Agreement, Agreement and agrees that if the Units membership units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with pursuant to the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
k. ; j. meets the suitability test marked in numbered paragraph Item 5 of Section E of this Subscription Agreement, above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. ; k. understands that the Company UWGP will place a restrictive legend on any certificate representing Units, any unit containing substantially the following language as the same may be amended by the Company’s Directors of UWGP in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME AGREED TO TIMEBY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;
o. believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;
p. may not transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein;
q. has written his/her/its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement;
r. is not subject to back up withholding, either because the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he/she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked);
s. understands that execution of the Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber in the event that the Subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer
Appears in 1 contract
Sources: Subscription Agreement (United Wisconsin Grain Producers LLC)
Subscriber's Representations and Warranties. You Except as otherwise provided below, you must read and certify your representations and warranties by placing your initials where indicated and sign by signing and date dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. Initial here) (Joint initials) By signing below the Subscriber subscriber represents and warrants to the Company that he, she or it:
a. has received a copy of the Company’s Prospectus dated [effective dateDATE OF EFFECTIVENESS] and all the exhibits thereto;
b. has been informed that the Units units of the Company are offered and sold in reliance upon: (i) upon a federal securities registration; and (ii) state registrations in Illinois, Iowa, Kansas, Missouri, Nebraska, Missouri South Dakota, Wisconsin, and South Dakota (and, potentially, New York; and exemptions from securities registrations in various other states) securities registrations;
c. understands that the Units subscribed for units to be issued pursuant to this Subscription Agreement subscription agreement can only be sold to a person meeting requirements of suitability;
d. has been informed that the Units subscribed for securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Illinois, Iowa, Indiana, Kansas, Missouri, Nebraska, Missouri South Dakota, Wisconsin, and South Dakota New York (and, potentially, various other states), ) and that the Company is relying in part upon the representations of the undersigned Subscriber contained herein;
e. has been informed that the Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the SEC, or the Illinois, Iowa, Indiana, Kansas, Missouri, Nebraska, Missouri South Dakota, Wisconsin, and South Dakota (and, potentially, various other states) New York Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person or entity;
g. understands that: that (i) there is no present market for the Company’s Units; , (ii) that the Units will not trade on an exchange or automatic quotation system; , (iii) that no such market is expected to develop in the future; , and (iv) that there are significant restrictions on the transferability of the Units;
h. has been encouraged to rely upon on the advice of his/her/its legal counsel and accountants or other financial advisers with respect to the tax and and/or other considerations relating to the purchase and ownership of Units;
i. has received a copy of the Company’s Amended and Restated Operating Agreement (the “Operating Agreement), dated January ___11, 20072008, and understands that upon closing the escrow by the Company, the Subscriber subscriber and the Units will be bound by the provisions of the Operating Agreement, includingAgreement which contains, among othersother things, provisions restricting that restrict the transfer of Units;
j. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws in addition to the restrictions those contained in the Company’s Operating Agreement, and agrees that if the Units or any part thereof are sold or distributed in the future, the Subscriber subscriber shall sell or distribute them only in strict accordance with the terms of the Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable federal and state securities laws;
k. meets the suitability test marked in numbered paragraph 5 of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
l. understands that the Company will place a restrictive legend on any certificate representing Units, containing substantially the following language as the same may be amended by the Company’s Directors of the Company in their its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
m. understands that, to enforce the above legend, the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the Units;
n. has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the merits and risks of an investment in the Units;. [Nebraska investors should NOT initial this subsection].
o. believes Believes that the investment in Units is suitable for the Subscriber and that he/she/it can bear the economic risk of the purchase of Units, including the total loss of his/her/its investment;; [Nebraska investors should NOT initial this subsection].
p. may not transfer or assign this Subscription Agreement, or any of the Subscribersubscriber’s interest herein;
q. has written his/, her/, or its correct taxpayer identification number under numbered paragraph 2 in Section E of this Subscription Agreement;
r. is not subject to back up withholding, withholding either because the Subscriber he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he/she/, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified the Subscriber that he/she/, she or it is no longer subject to backup withholding (Note this clause (r) should be crossed out if the backup withholding box in numbered paragraph 2 of Section E of this Subscription Agreement is checked);
s. understands that the execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow the Company and its successors and assigns to pursue the Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the Subscriber obligor in the event that the Subscriber subscriber defaults on that Promissory Note and Security Agreement; and
t. acknowledges that the Company may retain possession of certificates representing the Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of OfficerOfficer Signature of Joint Individual Subscriber
Appears in 1 contract
Sources: Subscription Agreement (Amaizing Energy Holding Company, LLC)