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 EKAE that he, she or it: a. has received a copy of EKAE's Prospectus; b. has been informed that the Units of EKAE are offered and sold in reliance upon a federal securities registration, Kansas and Missouri securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Missouri, and that EKAE is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas or Missouri Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; 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; f. understands that there is no present market for EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. has received a copy of the EKAE Operating Agreement, and understands that upon closing the escrow by EKAE, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. meets the suitability test marked in Item 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. understands that EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein; n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked); p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
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) By signing below the subscriber represents and warrants to EKAE E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of EKAE's Prospectus; E Energy Adams’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto;
b. has been informed that the Units units of EKAE E Energy A▇▇▇▇ are offered and sold in reliance upon a federal securities registration; state registrations in Nebraska, Kansas Iowa, Kansas, Missouri, Wisconsin, South Dakota and Missouri securities registrations, Florida; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and that EKAE E Energy A▇▇▇▇ is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's E Energy Adams’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units; g. h. has received a copy of the EKAE E Energy A▇▇▇▇ Operating Agreement, dated April 25, 2005, and understands that upon closing the escrow by EKAEE Energy A▇▇▇▇, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE E Energy A▇▇▇▇ Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE E Energy A▇▇▇▇ will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE E Energy A▇▇▇▇ in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBERAGREEMENT. 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. k. .
l. understands that, to enforce the above legend, EKAE E Energy A▇▇▇▇ may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of E Energy A▇▇▇▇;
n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE E Energy A▇▇▇▇ or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges acknowledges that EKAE E Energy A▇▇▇▇ may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. Signature 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 Officer 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 represents and warrants to EKAE Prairie Creek Ethanol that he, she or it:
a. has received a copy of EKAEPrairie Creek Ethanol's Prospectus; Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE Prairie Creek Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Illinois, Iowa, Kansas, Missouri, South Dakota and Missouri securities registrations, Wisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Florida, Illinois, Iowa, Kansas, Missouri, South Dakota and Wisconsin and that EKAE Prairie Creek Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Illinois, Iowa, Kansas, Missouri, South Dakota and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; f. understands that there is no present market for EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. has received a copy of the EKAE Operating Agreement, and understands that upon closing the escrow by EKAE, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. meets the suitability test marked in Item 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. understands that EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
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 EKAE Advanced BioEnergy that he, she or it:
a. has received a copy of EKAEAdvanced BioEnergy's ProspectusProspectus dated __________ and the exhibits thereto; b. has been informed that the Units of EKAE Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; Nebraska, Kansas South Dakota, Iowa, Texas and Missouri Florida securities registrations, ; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Nebraska, South Dakota, Iowa, Texas and MissouriFlorida, and that EKAE Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas or Missouri Nebraska, South Dakota, Iowa, Texas and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; 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; f. understands that there is no present market for EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. has received a copy of the EKAE Operating Agreement, and understands that upon closing the escrow by EKAE, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. meets the suitability test marked in Item 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. understands that EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
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 EKAE Advanced BioEnergy that he, she or it:
a. has received a copy of EKAEAdvanced BioEnergy's ProspectusProspectus dated __________ and the exhibits thereto; b. has been informed that the Units of EKAE Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; Nebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas and Missouri Florida securities registrations, ; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the 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, Texas, Wisconsin, Kansas and MissouriFlorida, and that EKAE Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by the Nebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas or Missouri and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; 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; f. understands that there is no present market for EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. has received a copy of the EKAE Operating Agreement, and understands that upon closing the escrow by EKAE, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. meets the suitability test marked in Item 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. understands that EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
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 represents and warrants to EKAE E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of EKAE's Prospectus; Cardinal Ethanol’s Prospectus dated [effective date] and the exhibits 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 EKAE Cardinal Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Missouri securities registrations, Tennessee; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and MissouriFlorida, Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Tennessee and that EKAE Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Tennessee Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's Cardinal Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE Cardinal Ethanol Second Amended and Restated Operating Agreement, dated February 1, 2006, and understands that upon closing the escrow by EKAECardinal Ethanol, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE Cardinal Ethanol Second Amended and Restated Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE Cardinal Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of EKAE 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
l. understands that, to enforce the above legend, EKAE 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; l. ;
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 knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Unitsunits, believes that the investment in Units units is suitable for the subscriber and can bear the economic risk of the purchase of Units units including the total loss of the undersigned's ’s investment; m. ;
o. may not transfer or assign this subscription agreement, or any of the subscriber's ’s interest herein;
n. p. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. ;
q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. r. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE Cardinal Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges s. acknowledges that EKAE Cardinal Ethanol may retain possession of certificates representing subscriber's ’s Units to perfect its security interest in those Units.units. 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 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 EKAE Advanced BioEnergy that he, she or it:
a. has received a copy of EKAEAdvanced BioEnergy's Prospectus; Prospectus dated and the exhibits thereto;
b. has been informed that the Units of EKAE Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; Nebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas and Missouri Florida securities registrations, ; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the 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, Texas, Wisconsin, Kansas and MissouriFlorida, and that EKAE Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Nebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas or Missouri and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAEAdvanced BioEnergy's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the EKAE Advanced BioEnergy Operating Agreement, dated February 18, 2005, and understands that upon closing the escrow by EKAEAdvanced BioEnergy, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Advanced BioEnergy Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE Advanced BioEnergy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE Advanced BioEnergy in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. .
l. understands that, to enforce the above legend, EKAE Advanced BioEnergy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. ;
m. has knowledge examined the information presented in the prospectus and experience in business exhibits and financial matters as to be able is competent to evaluate the merits and risks of an investment in the Units, believes establish that the investment in Units is suitable for consistent with the subscriber's risk tolerance and investment goals such that the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. ;
n. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 2 is checked);
p. q. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE Advanced BioEnergy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. r. Acknowledges that EKAE Advanced BioEnergy may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.. 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 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 represents and warrants to EKAE E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of EKAE's Prospectus; E Energy Adams’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE E Energy A▇▇▇▇ are offered and sold in reliance upon a federal securities registration; state registrations in Nebraska, Kansas Iowa, Kansas, Missouri, Wisconsin, South Dakota and Missouri securities registrations, Florida; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and that EKAE E Energy A▇▇▇▇ is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's E Energy Adams’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE E Energy A▇▇▇▇ Operating Agreement, dated April 25, 2005, and understands that upon closing the escrow by EKAEE Energy A▇▇▇▇, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE E Energy A▇▇▇▇ Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE E Energy A▇▇▇▇ will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE E Energy A▇▇▇▇ in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBERAGREEMENT. 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. k. .
l. understands that, to enforce the above legend, EKAE E Energy A▇▇▇▇ may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest herein;
n. has herein without the prior written consent of E Energy A▇▇▇▇; n.has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE E Energy A▇▇▇▇ or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges acknowledges that EKAE E Energy A▇▇▇▇ may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. 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 Signature of Joint Individual Subscriber
Appears in 1 contract
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 represents and warrants to EKAE the Company that he, she or it:
a. has received a copy of EKAE's Prospectus; the Company’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto;
b. has been informed that the Units units of EKAE the Company are offered and sold in reliance upon a federal securities registration; state registrations in Illinois, Kansas Iowa, Kansas, Missouri, Nebraska, South Dakota, Wisconsin, and Missouri securities registrations, New York; and exemptions from securities registrations in various other states, and ;
c. understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. ;
d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Illinois, Iowa, Indiana, Kansas, Missouri, Nebraska, South Dakota, Wisconsin, and New York (and, potentially, various other states) and that EKAE the Company is relying in part upon the representations of the undersigned Subscriber contained herein; d. ;
e. has been informed that the securities Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Kansas SEC, or Missouri the Illinois, Iowa, Indiana, Kansas, Missouri, Nebraska, South Dakota, Wisconsin, and New York Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. ;
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; f. person or entity;
g. understands that (i) there is no present market for EKAE's membership unitsthe Company’s Units, (ii) that the membership units 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 membership units; g. Units;
h. has been encouraged to rely on the advice of his/her/its legal counsel and accountants or other financial advisers with respect to tax and/or other considerations relating to the purchase and ownership of Units;
i. has received a copy of the EKAE Company’s Amended and Restated Operating Agreement (the “Operating Agreement), dated January 11, 2008, and understands that upon closing the escrow by EKAEthe Company, the subscriber and the membership units Units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. Units;
j. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in addition to those contained in the EKAE Company’s Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to 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; i. ;
k. meets the suitability test marked in Item 6 above 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; j. ;
l. understands that EKAE the Company will place a restrictive legend on any certificate representing any unit Units, containing substantially the following language as the same may be amended by the Directors of EKAE 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
m. understands that, to enforce the above legend, EKAE the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. 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, believes . [Nebraska investors should NOT initial this subsection].
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 the undersigned's his/her/its investment; m. [Nebraska investors should NOT initial this subsection].
p. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest herein;
n. q. has written his, her, or its correct taxpayer identification number under Item 3 on numbered paragraph 2 in Section E of this subscription agreement; o. Subscription Agreement;
r. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, 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 himSubscriber that he, her she or it that he is no longer subject to backup withholding (Note this clause (pr) should be crossed out if the backup withholding box in Item 3 numbered paragraph 2 of Section E of this Subscription Agreement is checked);
p. s. understands that the execution of the attached Promissory Note and Security Agreement will allow EKAE or the Company and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges t. acknowledges that EKAE the Company may retain possession of certificates representing subscriber's the Subscriber’s Units to perfect its security interest in those Units.. 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 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 and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants to EKAE SIBE that he, she or it:
a. has received a copy of EKAE's Prospectus; SIBE’s Prospectus dated [180 days from the effective date of our post-effective amendment] and all exhibits thereto;
b. has been informed that the Units of EKAE SIBE are offered and sold in reliance upon upon: (i) a federal securities registration; (ii) Alaska, Colorado, Illinois, Iowa, Missouri and Kansas and Missouri securities registrations, ; and (iii) exemptions from securities registrations in various other states, and ;
c. understands that the Units to be issued pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability; c. ;
d. has been informed that the securities purchased Units 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, Missouri, Kansas and MissouriColorado, and that EKAE SIBE is relying in part upon the representations of the undersigned Subscriber contained herein; d. ;
e. has been informed that the securities Units subscribed for have not been approved or disapproved by the Alaska, Illinois, Iowa, Missouri, Kansas and Colorado securities agencies or Missouri Securities Departments regulators or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. ;
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; f. ;
g. understands that there is no present market for EKAE's membership unitsSIBE’s Units, that the membership units Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. Units;
h. has been encouraged to rely upon the advice of 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 EKAE SIBE’s Amended And Restated Operating Agreement, dated May 4, 2005, and understands that upon closing the escrow by EKAESIBE, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Amended And Restated Operating Agreement Agreement, which contains, among other things, provisions that restrict the transfer of membership units; h. Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the EKAE SIBE’s Amended And Restated Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to only in strict accordance with the terms of the SIBE’s Amended And Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
k. meets the suitability test marked in Item 6 numbered paragraph 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
l. understands that EKAE SIBE will place a restrictive legend on any certificate representing any unit Units containing substantially the following language as the same may be amended by the SIBE’s Board of Directors of EKAE 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
m. understands that, to enforce the above legend, EKAE SIBE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. ;
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, believes that the investment in Units is suitable for the subscriber Subscriber and that the Subscriber can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned's ’s investment; m. ;
o. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's Subscriber’s interest herein;
n. p. has written his, her, or its correct taxpayer identification number under Item 3 on numbered paragraph E.2 of this subscription agreementSubscription Agreement; o. q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (pq) should be crossed out if the backup withholding box in Item 3 numbered paragraph E.2 is checked);
p. r. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or SIBE and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that the Promissory NoteNote and Security Agreement; and
q. Acknowledges s. acknowledges that EKAE SIBE may retain possession of certificates representing subscriber's the Subscriber’s Units to perfect its security interest in those Units.. Date: _______________________________ 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 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 represents and warrants to EKAE Cardinal Ethanol that he, she or it:
a. has received a copy of EKAE's Prospectus; Cardinal Ethanol’s Prospectus dated [effective date] and the exhibits 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 EKAE Cardinal Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Georgia, Illinois, Indiana, Kentucky, and Missouri securities registrations, Ohio; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and MissouriFlorida, Georgia, Illinois, Indiana, Kentucky, and Ohio and that EKAE Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Georgia, Illinois, Indiana, Kentucky, and Ohio Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's Cardinal Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE Cardinal Ethanol Second Amended and Restated Operating Agreement, dated February 1, 2006, and understands that upon closing the escrow by EKAECardinal Ethanol, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE Cardinal Ethanol Second Amended and Restated Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE Cardinal Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
l. understands that, to enforce the above legend, EKAE 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; l. ;
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 knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Unitsunits, believes that the investment in Units units is suitable for the subscriber and can bear the economic risk of the purchase of Units units including the total loss of the undersigned's ’s investment; m. ;
o. may not transfer or assign this subscription agreement, or any of the subscriber's ’s interest herein;
n. p. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. ;
q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. r. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE Cardinal Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges s. acknowledges that EKAE Cardinal Ethanol may retain possession of certificates representing subscriber's ’s Units to perfect its security interest in those Units.units. 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 Signature of Joint Individual Subscriber
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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 represents and warrants to EKAE Highwater Ethanol that he, she or it:
: _________ _________ a. has received a copy of EKAE's ProspectusHighwater Ethanol’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE Highwater Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Missouri securities registrations, Wisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitabilitysuitability [Minnesota subscribers should NOT initial this subsection]; _________ _________ c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin and that EKAE Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained hereinherein [Minnesota subscribers should NOT initial this subsection]; _________ _________ d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the ProspectusProspectus [Minnesota subscribers should NOT initial this subsection]; _________ _________ 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; _________ _________ f. understands has been informed that there is no present market for EKAE's Highwater Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; _________ _________ g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units [Minnesota subscribers should NOT initial this subsection]; _________ _________ h. has received a copy of the EKAE Operating Highwater Ethanol Member Control Agreement, dated May 4, 2006, and understands that upon closing the escrow by EKAEHighwater Ethanol, the subscriber and the membership units will be bound by the provisions of the Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. understands _________ _________ i. has been informed that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE Operating Agreement Highwater Ethanol Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. _________ _________ j. meets the suitability test marked in Item 6 above and E.5 above; _________ _________ k. is capable of bearing the economic risk of this investment, including the possible total loss of the investmentinvestment [Minnesota subscribers should NOT initial this subsection]; j. understands _________ _________ l. has been informed that EKAE Highwater Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of EKAE Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED MEMBER CONTROL AGREEMENT AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES UNITS 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. k. understands _________ _________ m. has been informed that, to enforce the above legend, EKAE Highwater 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; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. _________ _________ n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest herein;
n. herein without the prior written consent of Highwater Ethanol; _________ _________ o. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreementSubscription Agreement; o. _________ _________ p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands ; _________ _________ q. has been informed that execution of the attached Promissory Note and Security Agreement will allow EKAE Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges and _________ _________ r. acknowledges that EKAE Highwater Ethanol may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. 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 Signature of Joint Individual Subscriber
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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 represents and warrants to EKAE East Coast that he, she or it:
: ____ ____ a. has received a copy of EKAEEast Coast's ProspectusProspectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE East Coast are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Maryland, New York, South Carolina, North Carolina, Virginia and Missouri securities registrations, Georgia; and exemptions from securities registrations in various other statesstates and jurisdictions, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ____ ____ c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Missouri, Georgia and that EKAE East Coast is relying in part upon the representations of the undersigned Subscriber contained herein; ____ ____ d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ____ ____ 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; ____ ____ f. understands that there is no present market for EKAEEast Coast's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ____ ____ g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units; ____ ____ h. has received a copy of the EKAE East Coast Operating Agreement, dated July 27, 2007, and understands that upon closing the escrow by EKAEEast Coast, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ____ ____ i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE East Coast Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ____ ____ j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ____ ____ k. understands that EKAE East Coast will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE 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, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT 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. k. ____ ____ l. understands that, to enforce the above legend, EKAE East Coast may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ____ ____ m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's interest herein;
herein without the prior written consent of East Coast; ____ ____ n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreementSubscription Agreement; ____ ____ o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (po) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
; and ____ ____ p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE East Coast or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession . _______________________________ __________________________________ Name of certificates representing subscriber's Units to perfect its security interest in those Units.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 _______________________________ Signature of Joint Individual Subscriber
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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 represents and warrants to EKAE E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of EKAE's Prospectus; E Energy Adams’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto;
b. has been informed that the Units units of EKAE E Energy A▇▇▇▇ are offered and sold in reliance upon a federal securities registration; state registrations in Nebraska, Kansas Iowa, Kansas, Missouri, Wisconsin, South Dakota and Missouri securities registrations, Florida; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and that EKAE E Energy A▇▇▇▇ is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's E Energy Adams’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE E Energy A▇▇▇▇ Operating Agreement, dated April 25, 2005, and understands that upon closing the escrow by EKAEE Energy A▇▇▇▇, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE E Energy A▇▇▇▇ Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE E Energy A▇▇▇▇ will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE E Energy A▇▇▇▇ in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBERAGREEMENT. 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. k. .
l. understands that, to enforce the above legend, EKAE E Energy A▇▇▇▇ may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of E Energy A▇▇▇▇;
n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE E Energy A▇▇▇▇ or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges acknowledges that EKAE E Energy A▇▇▇▇ may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. Signature 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 Officer 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 EKAE NEK-SEN that he, she or it:
a. has received a copy of EKAE's Prospectus; NEK-SEN’s Prospectus dated [effective date] and all exhibits thereto;
b. has been informed that the Units of EKAE NEK-SEN are offered and sold in reliance upon a federal securities registration; Iowa, Kansas Kansas, Missouri, Nebraska and Missouri South Dakota securities registrations, ; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities Units purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States states of Kansas Iowa, Kansas, Missouri, Nebraska and MissouriSouth Dakota, and that EKAE NEK-SEN is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas Iowa, Kansas, Missouri, Nebraska or Missouri South Dakota Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's NEK-SEN’s membership unitsUnits, that the membership units Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; Units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of Units;
h. has received a copy of the EKAE NEK-SEN’s Operating AgreementAgreement dated October 7, 2005, and all amendments thereto, and understands that upon closing the escrow by EKAENEK-SEN, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Operating Agreement Agreement, which contains, among other things, provisions that restrict the transfer of membership units; h. Units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions contained in the EKAE NEK-SEN’s Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them only pursuant to the terms of the NEK-SEN’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE NEK-SEN will place a restrictive legend on any certificate representing any unit Unit containing substantially the following language as the same may be amended by the NEK-SEN’s Board of Directors of EKAE 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
l. understands that, to enforce the above legend, EKAE NEK-SEN may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. ;
m. has 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, believes that the investment in Units is suitable for the subscriber Subscriber and that the Subscriber can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned's ’s investment; m. ;
n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's Subscriber’s interest herein;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 on numbered paragraph E.2 of this subscription agreement; o. Subscription Agreement;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 numbered paragraph E.2 is checked);
p. q. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE NEK-SEN or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber Subscriber defaults on that the Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE NEK-SEN may retain possession of certificates representing subscriber's the Subscriber’s Units to perfect its security interest in those Units.. 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 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 represents and warrants to EKAE FUEL that he, she or it:
a. has received a copy of EKAE's Prospectus; FUEL’s Prospectus dated [DATE] and the exhibits thereto;
b. has been informed that the Units of EKAE FUEL are offered and sold in reliance upon a federal securities registration, Kansas ; Florida and Missouri securities registrations, Georgia; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Florida and Missouri, Georgia and that EKAE FUEL is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas or Missouri Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the EKAE FUEL’s Amended and Restated Operating Agreement, dated December 14, 2005, and understands that upon closing the escrow by EKAEFUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE FUEL’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE FUEL in their sole discretion: THE TRANSFERABILITY OF THE 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, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY ESTABLISHED TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SATISFACTION OF COUSNESL TO THE SECURITIES ACT COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWSTHE COMPANY. k. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, EKAE FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. ;
n. may not transfer or assign this subscription agreement, or any of the subscriber's ’s interest herein;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E2 on this subscription agreement; o. ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E2 is checked);
p. q. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE FUEL may retain possession of certificates representing subscriber's ’s Units to perfect its security interest in those Units.. 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 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 represents and warrants to EKAE East Coast that he, she or it:
: ____ ____ a. has received a copy of EKAEEast Coast's ProspectusProspectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE East Coast are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Maryland, New York, South Carolina, North Carolina, Virginia and Missouri securities registrations, Georgia; and exemptions from securities registrations in various other statesstates and jurisdictions, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ____ ____ c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Missouri, Georgia and that EKAE East Coast is relying in part upon the representations of the undersigned Subscriber contained herein; ____ ____ d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Maryland, New York, South Carolina, North Carolina, Virginia and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ____ ____ 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; ____ ____ f. understands that there is no present market for EKAEEast Coast's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ____ ____ g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units; ____ ____ h. has received a copy of the EKAE East Coast Operating Agreement, dated July 27, 2007, and understands that upon closing the escrow by EKAEEast Coast, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ____ ____ i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE East Coast Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ____ ____ j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ____ ____ k. understands that EKAE East Coast will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE 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, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT 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. k. ____ ____ l. understands that, to enforce the above legend, EKAE East Coast may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ____ ____ m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's interest herein;
herein without the prior written consent of East Coast; ____ ____ n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreementSubscription Agreement; ____ ____ o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (po) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
; and ____ ____ p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE East Coast or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
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 EKAE the Company that he, she or it:
a. has received a copy of EKAE's Prospectus; the Company’s Prospectus dated [effective date] and all exhibits thereto;
b. has been informed that the Units of EKAE the Company are offered and sold in reliance upon upon: (i) a federal securities registration; and (ii) Iowa, Kansas Kansas, Nebraska, Missouri and Missouri securities registrationsSouth Dakota (and, and exemptions from securities registrations in potentially, various other states, and ) securities registrations;
c. understands that the Units to be issued subscribed for pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability; c. ;
d. has been informed that the securities purchased Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Iowa, Kansas, Nebraska, Missouri and MissouriSouth Dakota (and, potentially, various other states), and that EKAE the Company is relying in part upon the representations of the undersigned Subscriber contained herein; d. ;
e. has been informed that the securities Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Kansas or 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; e. ;
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; f. person or entity;
g. understands that that: (i) there is no present market for EKAE's membership units, that the membership units Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system, that ; (iii) no such market is expected to develop in the future future; and that (iv) there are significant restrictions on the transferability of the membership units; g. 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 EKAE Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by EKAEthe Company, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Operating Agreement which containsAgreement, including, among other thingsothers, provisions that restrict restricting the transfer of membership units; h. Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the EKAE Company’s Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to 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; i. ;
k. meets the suitability test marked in Item 6 above 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; j. ;
l. understands that EKAE the Company will place a restrictive legend on any certificate representing any unit Units, 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
m. understands that, to enforce the above legend, EKAE the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. 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 Subscriber and that he/she/it can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned's his/her/its investment; m. ;
p. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's Subscriber’s interest herein;
n. q. has written his, /her, or /its correct taxpayer identification number under Item 3 on numbered paragraph 2 in Section E of this subscription agreement; o. Subscription Agreement;
r. is not subject to back up withholding withholding, either because he, she or it the Subscriber has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or /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 him, her or the Subscriber that he/she/it that he is no longer subject to backup withholding (Note this clause (pr) should be crossed out if the backup withholding box in Item 3 numbered paragraph 2 of Section E of this Subscription Agreement is checked);
p. s. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow EKAE or the Company and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges t. acknowledges that EKAE the Company may retain possession of certificates representing subscriber's the Subscriber’s Units to perfect its security interest in those Units.. 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 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) By signing below the subscriber represents and warrants to EKAE E Energy A▇▇▇▇ that he, she or it:
a. has received a copy of EKAE's Prospectus; E Energy Adams’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto;
b. has been informed that the Units units of EKAE E Energy A▇▇▇▇ are offered and sold in reliance upon a federal securities registration; state registrations in Nebraska, Kansas Iowa, Kansas, Missouri, Wisconsin, South Dakota and Missouri securities registrations, Florida; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and that EKAE E Energy A▇▇▇▇ is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's E Energy Adams’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the EKAE E Energy A▇▇▇▇ Operating Agreement, dated April 25, 2005, and understands that upon closing the escrow by EKAEE Energy A▇▇▇▇, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE E Energy A▇▇▇▇ Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE E Energy A▇▇▇▇ will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE E Energy A▇▇▇▇ in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBERAGREEMENT. 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. k. .
l. understands that, to enforce the above legend, EKAE E Energy A▇▇▇▇ may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. ;
m. has knowledge examined the information presented in the Prospectus and experience in business exhibits and financial matters as to be able is competent to evaluate the merits and risks of an investment in the Units, believes establish that the investment in Units is suitable for consistent with the subscriber’s risk tolerance and investment goals such that the subscriber and can bear the economic risk of the purchase of Units units including the total loss of the undersigned's ’s investment; m. ;
n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of E Energy A▇▇▇▇;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. Subscription Agreement;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. q. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE E Energy A▇▇▇▇ or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE E Energy A▇▇▇▇ may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. Signature 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 Officer 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 represents and warrants to EKAE Highwater Ethanol that he, she or it:
a. has received a copy of EKAE's Prospectus; b. Highwater Ethanol’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been informed 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. understands that the Units units of EKAE Highwater Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Missouri securities registrations, Wisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed understands that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin and that EKAE Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed understands that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's Highwater Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units [Minnesota subscribers should NOT initial this subsection];
h. has received a copy of the EKAE Operating Highwater Ethanol Member Control Agreement, dated May 4, 2006, and understands that upon closing the escrow by EKAEHighwater Ethanol, the subscriber and the membership units will be bound by the provisions of the Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE Operating Agreement Highwater Ethanol Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 above and E.5 above;
k. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. investment [Minnesota subscribers should NOT initial this subsection];
l. understands that EKAE Highwater Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of EKAE Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED MEMBER CONTROL AGREEMENT AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES UNITS 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. k. .
m. understands that, to enforce the above legend, EKAE Highwater 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; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. ;
n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of Highwater Ethanol;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. Subscription Agreement;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. q. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE Highwater Ethanol may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. 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 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 represents and warrants to EKAE MinnErgy that he, she or it:
a. has received a copy of EKAE's Prospectus; b. MinnErgy’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits thereto or has received notice that this sale has been informed that made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the Units absence of EKAE Rule 172;
b. acknowledgesthat the units of MinnErgy are offered and sold in reliance upon a federal securities registration; state registrations in Iowa, Kansas Minnesota, and Missouri securities registrations, Wisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed acknowledges that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and MissouriIowa, Minnesota, and Wisconsin and that EKAE MinnErgy is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed acknowledges that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Iowa, Minnesota, and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands acknowledges that there is no present market for EKAE's MinnErgy’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. is encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE Operating MinnErgy’s Second Amended and Restated Member Control Agreement, dated May 4, 2007, and understands that upon closing the escrow by EKAEMinnErgy, the subscriber and the membership units will be bound by the provisions of the Operating Amended and Restated Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. 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 the EKAE Operating Agreement MinnErgy’s Second Amended and Restated Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 above and E.5 above;
k. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. understands [Minnesota subscribers should NOT initial this subsection];
l. acknowledges that EKAE MinnErgy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of EKAE MinnErgy in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY 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 STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED FROM TIME TO BY EACH MEMBERTIME. 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. k. understands .
m. acknowledges that, to enforce the above legend, EKAE MinnErgy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. ;
n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of MinnErgy;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. is Subscription Agreement;
p. ▇▇ not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands q. acknowledges that execution of the attached Promissory Note and Security Agreement will allow EKAE MinnErgy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE MinnErgy may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. 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 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 represents and warrants to EKAE Buffalo Ridge that he, she or it:
a. has received a copy of EKAE's Prospectus; Buffalo Ridge’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE Buffalo Ridge are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, and Missouri securities registrations, South Dakota; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, and South Dakota and that EKAE Buffalo Ridge is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, and South Dakota Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands has been informed that there is no present market for EKAE's Buffalo Ridge’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE Operating AgreementBuffalo Ridge amended and restated operating agreement, dated January 23, 2007, and understands that upon closing the escrow by EKAEBuffalo Ridge, the subscriber and the membership units will be bound by the provisions of the Operating Agreement amended and restated operating agreement which contains, among other things, provisions that restrict the transfer of membership units; h. understands ;
i. has been informed that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE Operating Agreement Buffalo Ridge amended and restated operating agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreementamended and restated operating agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. understands ;
k. has been informed that EKAE Buffalo Ridge will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Managers of EKAE Buffalo Ridge in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AND AGREED TO BY EACH MEMBER. THE SECURITIES UNITS 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. k. understands .
l. has been informed that, to enforce the above legend, EKAE Buffalo Ridge may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of Buffalo Ridge;
n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands has been informed that execution of the attached Promissory Note and Security Agreement will allow EKAE Buffalo Ridge or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges acknowledges that EKAE Buffalo Ridge may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. 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 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 EKAE Advanced BioEnergy that he, she or it:
a. has received a copy of EKAE's Prospectus; Advanced BioEnergy’s Prospectus dated , 2006 and the exhibits thereto;
b. has been informed that the Units of EKAE Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; Colorado, Kansas Missouri, Nebraska, South Dakota, Iowa, Wisconsin, Kansas, Kentucky and Missouri Florida securities registrations, ; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Colorado, Missouri, Nebraska, South Dakota, Iowa, Wisconsin, Kansas and MissouriFlorida, and that EKAE Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas or Missouri Colorado, Missouri, Nebraska, South Dakota, Iowa, Wisconsin, Kansas, Kentucky and Florida Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's Advanced BioEnergy’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the EKAE Advanced BioEnergy Operating Agreement, dated June 30, 2005, and understands that upon closing the escrow by EKAEAdvanced BioEnergy, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Advanced BioEnergy Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE Advanced BioEnergy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE Advanced BioEnergy in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. .
l. understands that, to enforce the above legend, EKAE Advanced BioEnergy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreement, or any of the subscriber's ’s interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; ;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 2 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE Advanced BioEnergy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges that EKAE Advanced BioEnergy may retain possession of certificates representing subscriber's ’s Units to perfect its security interest in those Units.. 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 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 represents and warrants to EKAE Highwater Ethanol that he, she or it:
a. has received a copy of EKAE's Prospectus; Highwater Ethanol’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE Highwater Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Arkansas, Kansas Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Missouri securities registrations, Wisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin and that EKAE Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's Highwater Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE Operating Highwater Ethanol Member Control Agreement, dated May 4, 2006, and understands that upon closing the escrow by EKAEHighwater Ethanol, the subscriber and the membership units will be bound by the provisions of the Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE Operating Agreement Highwater Ethanol Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE Highwater Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of EKAE Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED MEMBER CONTROL AGREEMENT AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES UNITS 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. k. .
l. understands that, to enforce the above legend, EKAE Highwater 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; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of Highwater Ethanol;
n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
and q. Acknowledges acknowledges that EKAE Highwater Ethanol may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Unitsunits.
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 EKAE SIBE that he, she or it:
a. has received a copy of EKAE's Prospectus; SIBE’s Prospectus dated [effective date] and all exhibits thereto;
b. has been informed that the Units of EKAE SIBE are offered and sold in reliance upon upon: (i) a federal securities registration; (ii) Alaska, Kansas Iowa, Missouri and Missouri Nebraska securities registrations, ; and (iii) exemptions from securities registrations in various other states, and ;
c. understands that the Units to be issued pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability; c. ;
d. has been informed that the securities purchased Units 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 Kansas Alaska, Iowa, Missouri and MissouriNebraska, and that EKAE SIBE is relying in part upon the representations of the undersigned Subscriber contained herein; d. ;
e. has been informed that the securities Units subscribed for have not been approved or disapproved by the Kansas Alaska, Iowa, Missouri or Missouri Securities Departments Nebraska securities agencies or regulators or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. ;
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; f. ;
g. understands that there is no present market for EKAE's membership unitsSIBE’s Units, that the membership units Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. Units;
h. has been encouraged to rely upon the advice of 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 EKAE SIBE’s Amended And Restated Operating Agreement, dated May 4, 2005, and understands that upon closing the escrow by EKAESIBE, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Amended And Restated Operating Agreement Agreement, which contains, among other things, provisions that restrict the transfer of membership units; h. Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the EKAE SIBE’s Amended And Restated Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to only in strict accordance with the terms of the SIBE’s Amended And Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
k. meets the suitability test marked in Item 6 numbered paragraph 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
l. understands that EKAE SIBE will place a restrictive legend on any certificate representing any unit Units containing substantially the following language as the same may be amended by the SIBE’s Board of Directors of EKAE 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
m. understands that, to enforce the above legend, EKAE SIBE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. ;
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, believes that the investment in Units is suitable for the subscriber Subscriber and that the Subscriber can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned's ’s investment; m. ;
o. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's Subscriber’s interest herein;
n. p. has written his, her, or its correct taxpayer identification number under Item 3 on numbered paragraph E.2 of this subscription agreement; o. Subscription Agreement;
q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (pq) should be crossed out if the backup withholding box in Item 3 numbered paragraph E.2 is checked);
p. r. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or SIBE and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that the Promissory NoteNote and Security Agreement; and
q. Acknowledges s. acknowledges that EKAE SIBE may retain possession of certificates representing subscriber's the Subscriber’s Units to perfect its security interest in those Units.. 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 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 represents and warrants to EKAE that he, she or it:
a. has received a copy of EKAE's Prospectus; ;
b. has been informed that the Units of EKAE are offered and sold in reliance upon a federal securities registration, Kansas and Missouri securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Missouri, and that EKAE is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas or Missouri Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has received a copy of the EKAE Operating Agreement, and understands that upon closing the escrow by EKAE, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; ;
h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; ;
i. meets the suitability test marked in Item 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; ;
j. understands that EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. .
k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; ;
l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; ;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.. SIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER: DATE: __________________________________ 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 Signature of Officer (Please Print) ____________________________________________ Signature of Joint 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: ______________________________________ 6 PROMISSORY NOTE AND SECURITY AGREEMENT Date of Subscription Agreement: ___________________________________, 200_. $1,000 PER ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ($10,000) _____________________ Number of Units subscribed _____________________ Total Purchase Price ($1,000 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) By signing below the subscriber represents and warrants to EKAE FUEL that he, she or it:
a. has received a copy of EKAE's Prospectus; FUEL’s Prospectus dated [DATE] and the exhibits thereto;
b. has been informed that the Units of EKAE FUEL are offered and sold in reliance upon a federal securities registration; Alabama, Kansas Florida and Missouri securities registrations, Georgia; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Alabama, Florida and Missouri, Georgia and that EKAE FUEL is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas or Missouri Alabama, Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the EKAE FUEL’s Amended and Restated Operating Agreement, dated____, 2005, and understands that upon closing the escrow by EKAEFUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE FUEL’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE FUEL in their sole discretion: THE TRANSFERABILITY OF THE 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, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY ESTABLISHED TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER SATISFACTION OF COUSNESL TO THE SECURITIES ACT COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWSTHE COMPANY. k. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, EKAE FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. ;
m. has knowledge examined the information presented in the prospectus and experience in business exhibits and financial matters as to be able is competent to evaluate the merits and risks of an investment in the Units, believes establish that the investment in Units is suitable for consistent with the subscriber’s risk tolerance and investment goals such that the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's ’s investment; m. n. may not transfer or assign this subscription agreement, or any of the subscriber's ’s interest herein;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E2 on this subscription agreement; o. p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E2 is checked);
p. q. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE FUEL may retain possession of certificates representing subscriber's ’s Units to perfect its security interest in those Units.. 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 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 EKAE UWGP that he, she or it:
a. has received a copy of EKAEand is familiar with and understands UWGP's Prospectus, and all 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 EKAE UWGP are offered and sold in reliance upon a federal securities registration, Kansas Illinois, Ohio and Missouri Wisconsin securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Illinois, Ohio, and MissouriWisconsin, and that EKAE UWGP is relying in part upon the representations of the undersigned Subscriber contained herein; d. e. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas Securities and Exchange Commission or Missouri the Illinois, Ohio and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. 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; f. g. understands that there is no present market for EKAEUWGP's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. h. has received a copy of the EKAE UWGP Operating Agreement, and understands that upon closing the escrow by EKAEUWGP, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the EKAE UWGP Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. k. understands that EKAE UWGP will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE UWGP in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
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 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 represents and warrants to EKAE Highwater Ethanol that he, she or it:
a. has received a copy of EKAE's Prospectus; Highwater Ethanol’s Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE Highwater Ethanol are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Missouri securities registrations, Wisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; suitability [Minnesota subscribers should NOT initial this subsection];
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas and Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin and that EKAE Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein; herein[Minnesota subscribers should NOT initial this subsection];
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; Prospectus [Minnesota subscribers should NOT initial this subsection];
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; ;
f. understands has been informed that there is no present market for EKAE's Highwater Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units [Minnesota subscribers should NOT initial this subsection];
h. has received a copy of the EKAE Operating Highwater Ethanol Member Control Agreement, dated May 4, 2006, and understands that upon closing the escrow by EKAEHighwater Ethanol, the subscriber and the membership units will be bound by the provisions of the Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. understands ;
i. has been informed that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE Operating Agreement Highwater Ethanol Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 above and E.5 above;
k. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. understands investment [Minnesota subscribers should NOT initial this subsection];
l. has been informed that EKAE Highwater Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of EKAE Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED MEMBER CONTROL AGREEMENT AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES UNITS 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. k. understands .
m. has been informed that, to enforce the above legend, EKAE Highwater 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; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. ;
n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's ’s interest hereinherein without the prior written consent of Highwater Ethanol;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. Subscription Agreement;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands q. has been informed that execution of the attached Promissory Note and Security Agreement will allow EKAE Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE Highwater Ethanol may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Unitsunits.
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 EKAE UWGP that he, she or it:
a. has received a copy of EKAEand is familiar with and understands UWGP's Prospectus, and all 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 EKAE UWGP are offered and sold in reliance upon a federal securities registration, Kansas Illinois, Ohio and Missouri Wisconsin securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Illinois, Ohio, and MissouriWisconsin, and that EKAE UWGP is relying in part upon the representations of the undersigned Subscriber contained herein; d. e. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas Securities and Exchange Commission or Missouri the Illinois, Ohio and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. 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; f. g. understands that there is no present market for EKAEUWGP's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. h. has received a copy of the EKAE UWGP Operating Agreement, and understands that upon closing the escrow by EKAEUWGP, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the EKAE UWGP Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. k. understands that EKAE UWGP will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE UWGP in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
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 represents and warrants to EKAE Cardinal Ethanol that he, she or it:
a. has received a copy of EKAE's Prospectus; Cardinal Ethanol’s Prospectus dated [effective date] and the exhibits thereto;
b. has been informed that the Units of EKAE Cardinal Ethanol are offered and sold in reliance upon a federal securities registration; Florida, Kansas Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Missouri Tennessee securities registrations, ; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and MissouriTennessee, and that EKAE Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas or Missouri Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Tennessee Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAE's Cardinal Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the EKAE Cardinal Ethanol Second Amended and Restated Operating Agreement, dated February 1, 2006, and understands that upon closing the escrow by EKAECardinal Ethanol, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the EKAE Cardinal Ethanol Second Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. ;
j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE Cardinal Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of EKAE 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
l. understands that, to enforce the above legend, EKAE 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; l. ;
m. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's ’s investment; m. ;
n. may not transfer or assign this subscription agreement, or any of the subscriber's ’s interest herein;
n. o. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreement; o. ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. q. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE Cardinal Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges r. acknowledges that EKAE Cardinal Ethanol may retain possession of certificates representing subscriber's ’s Units to perfect its security interest in those Units.. 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 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 represents and warrants to EKAE East Coast that he, she or it:
a. has received a copy of EKAEEast Coast's Prospectus; Prospectus dated [DATE OF EFFECTIVENESS] and the exhibits 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 EKAE East Coast are offered and sold in reliance upon a federal securities registration; state registrations in Florida, Kansas Maryland, New York, South Carolina, North Carolina, Virginia, Georgia and Missouri securities registrations, Tennessee; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; ;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Florida, Maryland, New York, South Carolina, North Carolina, Virginia, Georgia and Missouri, Tennessee and that EKAE East Coast is relying in part upon the representations of the undersigned Subscriber contained herein; ;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas SEC, or Missouri the Florida, Maryland, New York, South Carolina, North Carolina, Virginia, Georgia and Tennessee Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; ;
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; ;
f. understands that there is no present market for EKAEEast Coast's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; ;
g. has been encouraged to seek the advice of his legal counsel and accountants or other financial advisers with respect to investor-specific tax and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the EKAE East Coast Operating Agreement, dated July 27, 2007, and understands that upon closing the escrow by EKAEEast Coast, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. ;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the EKAE East Coast Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws; i. ;
j. meets the suitability test marked in Item 6 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. ;
k. understands that EKAE East Coast will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE 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, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE DOCUMENT 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. k. .
l. understands that, to enforce the above legend, EKAE East Coast may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; ;
m. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's interest hereinherein without the prior written consent of East Coast;
n. has written his, her, or its correct taxpayer identification number under Item 3 E.2 on this subscription agreementSubscription Agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 E.2 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE East Coast or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory NoteNote and Security Agreement; and
and q. Acknowledges acknowledges that EKAE East Coast may retain possession of certificates representing subscriber's Units ’s units to perfect its security interest in those Units.units. 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 Signature of Joint Individual Subscriber East Coast Ethanol, LLC hereby accepts Subscriber's subscription for ______ units. Dated this _______ day of ____________________, 200_. Its: Date of Subscription Agreement: ___________________________________, 200_. Number of Units Subscribed Total Purchase Price ($15,000 per unit multiplied by number of units subscribed)
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 EKAE the Company that he, she or it:
a. has received a copy of EKAE's Prospectus; the Company’s Prospectus dated [effective date] and all exhibits thereto;
b. has been informed that the Units of EKAE the Company are offered and sold in reliance upon upon: (i) a federal securities registration; and (ii) Iowa, Kansas Kansas, Nebraska, Missouri and Missouri securities registrationsSouth Dakota (and, and exemptions from securities registrations in potentially, various other states, and ) securities registrations;
c. understands that the Units to be issued subscribed for pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability; c. ;
d. has been informed that the securities purchased Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Iowa, Kansas, Nebraska, Missouri and MissouriSouth Dakota (and, potentially, various other states), and that EKAE the Company is relying in part upon the representations of the undersigned Subscriber contained herein; d. ;
e. has been informed that the securities Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the Kansas or 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; e. ;
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; f. person or entity;
g. understands that that: (i) there is no present market for EKAE's membership units, that the membership units Company’s Units; (ii) the Units will not trade on an exchange or automatic quotation system, that ; (iii) no such market is expected to develop in the future future; and that (iv) there are significant restrictions on the transferability of the membership units; g. 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 EKAE Company’s Operating Agreement, dated January ___, 2007, and understands that upon closing the escrow by EKAEthe Company, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Operating Agreement which containsAgreement, including, among other thingsothers, provisions that restrict restricting the transfer of membership units; h. Units;
j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the EKAE Company’s Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to 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; i. ;
k. meets the suitability test marked in Item 6 above 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; j. ;
l. understands that EKAE the Company will place a restrictive legend on any certificate representing any unit Units, 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, NOR WILL ANY 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 AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AGREED AMENDED FROM TIME TO BY EACH MEMBERTIME. 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. k. .
m. understands that, to enforce the above legend, EKAE the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. 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 Subscriber and that he/she/it can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned's his/her/its investment; m. ;
p. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber's Subscriber’s interest herein;
n. q. has written his, /her, or /its correct taxpayer identification number under Item 3 on numbered paragraph 2 in Section E of this subscription agreement; o. Subscription Agreement;
r. is not subject to back up withholding withholding, either because he, she or it the Subscriber has not been notified by the Internal Revenue Service ("“IRS"”) that he, she or /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 him, her or the Subscriber that he/she/it that he is no longer subject to backup withholding (Note this clause (pr) should be crossed out if the backup withholding box in Item 3 numbered paragraph 2 of Section E of this Subscription Agreement is checked);
p. s. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow EKAE or the Company and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that Promissory NoteNote and Security Agreement; and
q. Acknowledges t. acknowledges that EKAE the Company may retain possession of certificates representing subscriber's 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 represents and warrants to EKAE UWGP that he, she or it:
a. has received a copy of EKAEand is familiar with and understands UWGP's Prospectus, and all modifications or supplements thereto ; b. c. has been informed that the Units of EKAE UWGP are offered and sold in reliance upon a federal securities registration, Kansas Illinois, Ohio and Missouri Wisconsin securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the States of Kansas Illinois, Ohio, and MissouriWisconsin, and that EKAE UWGP is relying in part upon the representations of the undersigned Subscriber contained herein; d. e. has been informed that the securities subscribed for have not been approved or disapproved by the Kansas Securities and Exchange Commission or Missouri the Illinois, Ohio and Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. 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; f. g. understands that there is no present market for EKAEUWGP's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. h. has received a copy of the EKAE UWGP Operating Agreement, and understands that upon closing the escrow by EKAEUWGP, the subscriber and the membership units will be bound by the provisions of the Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; h. i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the EKAE UWGP Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; i. j. meets the suitability test marked in Item 6 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; j. k. understands that EKAE UWGP will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of EKAE UWGP in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF 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 LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. 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. k. understands that, to enforce the above legend, EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; l. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned's investment; m. may not transfer or assign this subscription agreement, or any of the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification number under Item 3 on this subscription agreement; o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service ("IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item 3 is checked);
p. understands that execution of the attached Promissory Note and Security Agreement will allow EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note; and
q. Acknowledges that EKAE may retain possession of certificates representing subscriber's Units to perfect its security interest in those Units.
Appears in 1 contract
Sources: Subscription Agreement (United Wisconsin Grain Producers LLC)