Investment Representations Contract Clauses (516)

Investment Representations. By accepting this Warrant, the Holder represents and warrants to the Company that: (i) this Warrant is being acquired by the Holder for the Holder's own account for investment purposes only and (subject to the disposition of its property being at all times within its control) not with a view to resale, distribution, or other disposition; (ii) any Warrant Shares which may be issued to the Holder upon exercise of this Warrant will be acquired by the Holder for the Holder's own account for investme...nt purposes only and (subject to the disposition of its property being at all times within its control) not with a view to resale, distribution, or other disposition; (iii) the Holder is able to bear the economic risk of investment in this Warrant and the Warrant Shares, can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its proposed investment; (iv) when issued, and upon any exercise of the Warrant, the Holder acknowledges that the Holder is and will be an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act; (v) the Holder understands that there is no public market for this Warrant, that there may never be a public market for this Warrant, that in the future there may not be a public or liquid market for the Warrant Shares, and, therefore, that the Holder may have to bear the risk of its investment in this Warrant and any Warrant Shares indefinitely; and (vi) subject to Section 5 hereof, the Company shall not be required to issue any of the Warrant Shares unless such issuance complies with the Securities Act and any applicable state or other securities laws. The Holder understands and acknowledges that the Company is relying upon the accuracy and truthfulness of these representations and warranties to issue the Warrant and any Warrant Shares to the Holder. View More

Investment Representations. Participant agrees that unless shares issuable under the Plan have been registered with the Securities and Exchange Commission, all shares issuable to Participant hereunder shall be acquired for investment and not with a view to distribution or resale. Participant further agrees that, until such registration, certificates representing such shares may bear an appropriate legend to assure compliance with applicable law and regulations.

Investment Representations. Optionee will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with any federal or state securities law. Moreover, any stock certificate for any Stock issued to Optionee hereunder may contain a legend restricting their transferability as determined by the Company in its discretion. Optionee agrees that Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of Stock hereunder t...o comply with any law, rule or regulation that applies to the Stock subject to the Option. View More

Investment Representations. The Grantee represents and warrants to the Company that the Grantee has read this Award Agreement carefully, and to the extent believed necessary, has discussed this Award Agreement and its impact and limitations upon the Grantee with counsel.

Investment Representations. In connection with the receipt of any Securities pursuant to this Agreement or pursuant to the Notes and Warrants, each Purchaser represents and warrants to the Company the following: (a) Organization. Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. (b) Power. Purchaser has all requisite power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. (c) Authori...zation. The execution, delivery, and performance of this Agreement by Purchaser has been duly authorized by all requisite action, and this Agreement constitutes the legal, valid, and binding obligation of Purchaser enforceable in accordance with its terms (subject to the Enforceability Exceptions). (d) Consents and Approvals. Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. 7 (e) Non-Contravention. The execution, delivery and, subject to satisfaction by the Company of the conditions to Closing set forth in Sections 7 and 8 hereof on or prior to the issuance of the Notes and Warrants, or performance, by Purchaser of this Agreement do not and will not contravene or constitute a default under, or violation of, or be subject to penalties under, (i) any agreement (or require the consent of any party under any such agreement that has not been made or obtained) to which Purchaser is a party, or (ii) any judgment, injunction, order, decree or other instrument binding upon Purchaser, except where such contravention, default, violation or failure to obtain a consent, individually or in the aggregate, would not reasonably be expected to impair Purchaser's ability to perform fully any obligation which Purchaser has or will have under this Agreement. (f) Investor Qualification. Purchaser understands the definition of the term "accredited investor" within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act, and qualifies as an accredited investor. (g) Information; Purchase for Investment Only. 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 Securities. Purchaser is acquiring the Securities for investment for its 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 or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Securities to any other person or entity in such a "distribution." (h) No Registration. Purchaser understands that the Securities 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. (i) Restricted Securities. Purchaser understands that the Securities are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale. (j) Risk of Investment. Purchaser realizes that the purchase of the Securities will be a highly speculative investment and Purchaser may suffer a complete loss of its investment. Purchaser understands all of the risks related to the purchase of the Securities. By reason of its business and financial experience, Purchaser has the ability to protect its own interests in connection with the purchase of the Securities. (k) Advisors. Purchaser has reviewed with its own tax advisors the federal, state, and local tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated hereby with Purchaser's own legal counsel. 8 (l) Finder. Purchaser is not obligated and will not be obligated to pay any broker commission, finders' fee, success fee, or commission in connection with the transactions contemplated by this Agreement. View More

Investment Representations. Grantee understands that upon delivery of shares of Stock with respect to the RSUs in accordance with the terms of this Award, (i) the shares of Stock to be delivered have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and are "restricted securities" within the meaning of Rule 144 under the Securities Act, (ii) the shares of Stock to be delivered cannot be sold, transferred, or otherwise disposed of unless they are subsequently registered under the Securi...ties Act or an exemption from registration is then available, and (iii) in any event, the exemption from registration under Rule 144 will not be available for at least six months from the issuance date of the Stock and unless the other terms and conditions of Rule 144 are satisfied. View More

Investment Representations. Unless the Shares have been registered under the Securities Act of 1933, in connection with acquisition of this Option, the Optionee represents and warrants as follows: (a) The Optionee is acquiring this Option, and upon exercise of this Option, he or she will be acquiring the Shares for investment in his or her own account, not as nominee or agent, and not with a view to, or for resale in connection with any distribution thereof. (b) The Optionee has a preexisting business or personal relations...hip with the Company or one of its directors, officers or controlling persons and by reason of his or her business or financial experience, has, and could be reasonably assumed to have, the capacity to protect his or her interest in connection with the acquisition of this Option and the Shares. View More