Investment Representations Clause Example with 22 Variations from Business Contracts
This page contains Investment Representations clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Investment Representations. In connection with the purchase of the Common Stock, Purchaser represents to the Company the following: (a) Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring the Common Stock for investment for Purchaser's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within ...the meaning of the Securities Act. (b) Purchaser understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Common Stock. Purchaser understands that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied.View More
Variations of a "Investment Representations" Clause from Business Contracts
Investment Representations. In connection with the purchase of the Common Stock, Purchaser represents to the Company the following: following as of each Closing: (a) Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring purchasing the Common Stock for investment for Purchaser's own account only and not with a view to, or for resale in connection... with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Stock and has no present intention of registering the Stock or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Stock under the circumstances, in the amounts or at the times Purchaser might propose. Purchaser understands that the certificate evidencing the Common Stock will be imprinted with a legend that which prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) (e) Purchaser is familiar further warrants and represents that Purchaser has either (i) preexisting personal or business relationships with the provisions Company or any of Rules 144 its officers, directors or controlling persons, or (ii) the capacity to protect its own interests in connection with the purchase of the Stock by virtue of its business or financial expertise or that of professional advisors to Purchaser who are unaffiliated with and 701, under who are not compensated by the Securities Act, as in effect from time to time, which, in substance, permit limited public resale Company or any of "restricted securities" acquired, its affiliates, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. indirectly. View More
Investment Representations. In connection with the purchase of the Common Stock, Shares, Purchaser represents to the Company the following: (a) Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Shares. Purchaser is acquiring purchasing the Common Stock Shares for investment for Purchaser's own account only and not with a view to, or for resale in connection with, ...any "distribution" thereof within the meaning of the Securities Act. Act of 1933, as amended (the "Act"). (b) Purchaser understands that the Common Stock has Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. in this Agreement. (c) Purchaser further acknowledges and understands that the Common Stock Shares must be held indefinitely unless the Common Stock is Shares are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Common Stock. Shares. Purchaser understands that the certificate evidencing the Common Stock Shares will be imprinted with a restrictive legend that prohibits the transfer of the Common Stock Shares unless the Common Stock is Shares have been registered or such registration is not required under the Act or, in the opinion of counsel for the Company. Company, such Shares are eligible for an exemption from registration. (d) Purchaser is familiar with the provisions of Rules Rule 144 and 701, under the Securities Act, as in effect from time to time, which, that, in substance, permit permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof of such securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, 144, and that, in such event, Purchaser would may be precluded from selling the Common Stock Shares under Rule 144 or 701 even if the minimum holding period requirement had has been satisfied. 1 (f) Purchaser further warrants and represents that Purchaser has either (i) preexisting personal or business relationships with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect Purchaser's own interests in connection with the purchase of the Shares by virtue of the business or financial expertise of Purchaser or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly. (g) Purchaser acknowledges that Purchaser has read all tax related sections and further acknowledges Purchaser has had an opportunity to consult Purchaser's own Tax, Legal and Financial Advisors regarding the purchase of common stock under this Agreement. (h) Purchaser acknowledges and agrees that in making the decision to purchase the Shares under this Agreement, Purchaser has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement. (i) If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")), the Purchaser hereby represents that Purchaser has satisfied Purchaser as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser's jurisdiction. View More
Investment Representations. In connection with the purchase your acquisition of the Award and the Common Stock, Purchaser represents Stock under your Award, you represent to the Company the following: (a) Purchaser You are an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common... Stock. Purchaser is You are acquiring the Common Stock for investment for Purchaser's your own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. 10 (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 1 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision Lock-Up Period agreement described in Purchaser's Stock Option Agreement and Section 12 below. 7. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase of the Common Stock, Purchaser represents to the Company the following: (a) Purchaser (a)Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring purchasing the Common Stock for investment for Purchaser's own account only and not with a view to, or for resale in connection with, any "distr...ibution" thereof within the meaning of the Securities Act. (b) Purchaser Act of 1933, as amended (the "Act"). (b)Purchaser understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (c) Purchaser in this Agreement. (c)Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Common Stock. Purchaser understands that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser (d)Purchaser is familiar with the provisions of Rules Rule 144 and 701, under the Securities Act, Act as in effect from time to time, which, that, in substance, permit permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof of such securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser (e)Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, 144, and that, in such event, Purchaser would may be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. (f)Purchaser further warrants and represents that Purchaser has either (i) preexisting personal or business relationships, with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect Purchaser's own interests in connection with the purchase of the Stock by virtue of the business or financial expertise of Purchaser or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly. (g)Purchaser acknowledges that Purchaser has read all tax related sections and further acknowledges Purchaser has had an opportunity to consult Purchaser's own tax, legal and financial advisors regarding the purchase of Series A Preferred Stock under this Agreement. Exhibit A to Series A Preferred Stock Purchase Agreement BroadVision, Inc. Page 1 (h)Purchaser acknowledges and agrees that in making the decision to purchase the Series A Preferred Stock under this Agreement, Purchaser has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement. (i)If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")), the Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Stock or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Stock, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Stock. The Purchaser's subscription and payment for and continued beneficial ownership of the Stock will not violate any applicable securities or other laws of the Purchaser's jurisdiction. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Stock under your Award, you represent to the Company the following: 6 (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is You are acquiring the Common Stock for investment for Purchaser's your own account only and not w...ith a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision agreement described in Purchaser's Stock Option Agreement and Section 12 below. 7. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Stock under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is You are acquiring the Common Stock for investment for Purchaser's your own account only and not wit...h a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. 5 (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision agreement described in Purchaser's Stock Option Agreement and Section 12 below. 7. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Stock under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is You are acquiring the Common Stock for investment for Purchaser's your own account only and not wit...h a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision agreement described in Purchaser's Stock Option Agreement and Section 12 below. 7. 4 (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase of the Common Stock, Purchaser represents to the Company the following: (a) Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring purchasing the Common Stock for investment for Purchaser's own account only and not with a view to, or for resale in connection with, any "distribution" ther...eof within the meaning of the Securities Act. Act of 1933, as amended (the "Act"). (b) Purchaser understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. in this Agreement. (c) Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Common Stock. Purchaser understands that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rules Rule 144 and 701, under the Securities Act, Act as in effect from time to time, which, that, in substance, permit permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof of such securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, 144, and that, in such event, Purchaser would may be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. (f) Purchaser further warrants and represents that Purchaser has either (i) preexisting personal or business relationships, with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect Purchaser's own interests in connection with the purchase of the Stock by virtue of the business or financial expertise of Purchaser or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly. (g) Purchaser acknowledges that Purchaser has read all tax related sections and further acknowledges Purchaser has had an opportunity to consult Purchaser's own Tax, Legal and Financial Advisors regarding the purchase of common stock under this Agreement. Stock Purchase Agreement[PURCHASER]Page 1 to Exhibit A (h) Purchaser acknowledges and agrees that in making the decision to purchase the common stock under this Agreement, Purchaser has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement. (i) If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")), the Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Stock, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Stock. The Purchaser's subscription and payment for and continued beneficial ownership of the Stock will not violate any applicable securities or other laws of the Purchaser's jurisdiction. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Stock under this Agreement, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is You are acquiring the Common Stock for investment for Purchaser's your own account only and not... with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. (c) Purchaser in this Agreement. You further acknowledges acknowledge and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser you ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision agreement described in Purchaser's Stock Option Agreement and Section 12 below. 13. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase of the Common Stock, Purchaser represents you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is You are acquiring the Common Stock for investment for Purchaser's your own account only and not with a view to, or for resale in connection ...with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser you ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 11 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied.View More
