Representations and Warranties of Subscriber Clause Samples

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscr...

Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that: 2.1. No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the Offering of the Securities. 2.2. Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that:

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of each Closing Date: (a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Representations and Warranties of Subscriber. As a material inducement to the Company to enter into this Agreement and issue and sell the Placement Warrants to the Subscriber, the Subscriber represents and warrants to the Company that:

Representations and Warranties of Subscriber. The Subscriber represents and warrants that: (i) This Agreement and any other documents executed and delivered by the Subscriber in connection herewith have been duly executed and delivered by the Subscriber, and are the legal, valid and binding obligations of the Subscriber enforceable in accordance with their respective terms. (ii) If the Subscriber is an Individual Retirement Account ("▇▇▇"), (a) the Subscriber has the power and authority to purchase the Shares subscribed for hereby, (b) the execution and delivery of this Agreement and any other documents executed and delivered by the Subscriber in connection herewith do not, and the performance and consummation of the transactions set forth or contemplated herein will not, contravene or result in a default under any provision of existing law or regulations to which the Subscriber is subject or the provisions of any custodial agreement, trust instrument or other governing documents of the Subscriber, and (c) the Subscriber has caused this Agreement to be executed by one or more of its custodians or trustees thereunto duly authorized. (iii) If the Subscriber is an employee benefit plan as defined in ERISA (an "ERISA Plan"), (a) the execution and delivery of this Agreement and any other documents executed and delivered by the Subscriber in connection herewith do not, and the performance and consummation of the transactions set forth or contemplated herein will not, contravene or result in a default under any provision of existing law or regulations to which the Subscriber is subject or the provisions of any trust instrument or other governing documents of the Subscriber; (b) the Subscriber has caused this Agreement to be executed by one or more of its fiduciaries thereunto duly authorized; and (c) such fiduciaries, by executing and delivering this Agreement on behalf of such ERISA Plan, represent and warrant that (w) they and their co-fiduciaries, if any, have been informed of the Company's investment objectives, policies and strategies, (x) the decision to invest plan assets in the Company was made with appropriate consideration of relevant investment factors with regard to such ERISA Plan; (y) such decision was made by such fiduciaries without reliance on any investment advice or recommendation provided by the Company, and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA; and (z) if the Company's underlying assets are deeme...

Representations and Warranties of Subscriber. In consideration of the Company’s offer to sell the Securities, and in addition to the purchase price to be paid, Subscriber hereby covenants, represents and warrants to the Company as follows:

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants to the Company as of the date hereof and the Closing Date as follows: 2.1 The Subscriber understands, acknowledges and agrees that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (i) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (ii) the Subscriber may not be able to liquidate its investment; (iii) transferability of the Securities is extremely limited; (iv) in the event of a disposition of the Securities, the Subscriber could sustain the loss of its entire investment; and (v) since the Company has been a publicly-traded company, the Company has not paid any dividends on its Common Stock and does not anticipate the payment of dividends in the foreseeable future. 2.2 The Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by the Subscriber’s responses to the questions contained in the Confidential Investor Questionnaire, which are true and correct as of the date hereof and shall be true and correct as of the Closing Date, and that the Subscriber is able to bear the economic risk of an investment in the Company. If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state or other jurisdiction in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 2.3 The Subscriber understands, acknowledges and agrees that: (i) the Subscriber is knowledgeable, sophisticated and has experience in making, and is qualified to make, decisions with respect to investments representing an investment decision like that involved in the purchase of the Securities and has prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on the New York Stock Exchange, AMEX, the National Market or SmallCap Market of the National Association of Securities Dealers, Inc. (“NASD”) Automated Quotation System or any other national stock exchange; (ii) the investment in the ...