Such Purchaser definition
Such Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and the Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
Such Purchaser has full power and authority to enter into and to perform this Agreement and the Documents to which it is a party in accordance with their terms and to consummate the transactions contemplated hereby and thereby. This Agreement and the Documents to which it is a party have been duly executed and delivered by such Purchaser and constitute valid and binding obligations of such Purchaser each of which are enforceable in accordance with its respective terms and conditions, except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditor's rights generally or by general principles of equity. To such Purchaser's knowledge, the execution and performance of the transactions contemplated by this Agreement and the Documents and compliance with their provisions by such Purchaser: (i) will not violate any provision of Law applicable to such Purchaser; and (ii) will not conflict with or result in any breach of any of the material terms, conditions or provisions of, or constitute a default under such Purchaser's partnership agreement, certificate of formation or operating agreement, or any indenture, lease, agreement or other instrument to which such Purchaser is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to such Purchaser, which, in any such case would impair such Purchaser's ability to purchase the Purchased Securities or otherwise comply with its obligations hereunder.
Such Purchaser s "Relative Percentage." The "Exercise Price" of the Warrants delivered at the Closing shall be $8.00.
Examples of Such Purchaser in a sentence
Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.
Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired.
More Definitions of Such Purchaser
Such Purchaser understands that no Person has been authorized to give any information or to make any representations for or on behalf of the Company other than as set forth in the Commission Documents, and each Purchaser represents and agrees that it has not relied on any such other information or representations in making a decision to purchase the Securities which such Purchaser agrees to purchase hereunder. Such Purchaser represents that such Purchaser has consulted with its own advisors concerning the purchase of Securities hereunder. Such EXHIBIT 12 Purchaser understands that an investment in the Company involves a high degree of risk for the reasons, among others, set forth under the caption "RISK FACTORS" in the Company's registration statement referred to in clause (vii) above.
Such Purchaser understands that the certificates representing the Shares will include the following legend. “The shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer. Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially or Constructively Own shares of the Corporation’s Common Stock in excess of nine and nine-tenths percent (9.9%) in value or in number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of Common Stock of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own shares of Capital Stock of the Corporation in excess of nine and nine-tenths percent (9.9%) in value of the aggregate of the outstanding shares of Capital Stock of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own shares of Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Internal Revenue Code of 1986, as amended (the “Code”); (iv) no Person may Transfer shares of Capital Stock that would result in the Capital Stock of the Corporation being beneficially owned by less than one hundred (100) Persons (determined without reference to any rules of attribution) and (v) no Disqualified Organization shall Beneficially Own any shares of Capital Stock, and no Person shall Transfer shares of Capital Stock to the extent that such Transfer would result in shares of Capital Stock being Beneficially Owned by a Disqualified Organization. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the shares of Capital Stock represented hereby will be automatically transferred to a Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determin...
Such Purchaser has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by such Purchaser under this Agreement. This Agreement has been duly executed and delivered by such Purchaser, and, upon execution and delivery by the Company and the other Purchasers, this Agreement will be the valid and legally binding obligation of such Purchaser, enforceable as to such Purchaser in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and equitable remedies.
Such Purchaser understands that the Securities he or it is receiving hereunder are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances, in particular, the Securities may not be sold pursuant to Rule 144 promulgated under the Act ("Rule 144") unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein and in the certificates for the Shares, the Company is under no obligation to register the Units or any of the components of the Units on his or its behalf or to assist him or it in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned further understands that sales or transfers of the Units and the components of the Units are further restricted by state securities laws and the provisions of this Agreement.
Such Purchaser understands that: (a) the Notes and Warrants (i) may not be sold or transferred by the Purchaser without the prior written consent of the Company, except as permitted pursuant to Section 8(g), (ii) are "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act), (iii) the Company has no present intention of registering the Notes and Warrants under the Securities Act and (iv) the Notes and Warrants may only be sold or transferred pursuant to an exemption from registration under the Securities Act and any applicable state securities laws; and (b) prior to the effective date of a registration statement filed by the Company, the Conversion Securities and the Warrant Securities and any other securities issuable upon conversion of the Conversion Securities and the Warrant Securities, when issued, shall be restricted securities and may only be sold or transferred pursuant to an exemption from registration under the Securities Act and any applicable state securities laws.
Such Purchaser has the full power and authority to enter into this Agreement and to perform his, her or its obligations thereunder. If such Purchaser is an entity, such Purchaser has taken all corporate, partnership, limited liability, trust or similar action necessary to authorize its execution and delivery of this Agreement. This Agreement have been duly executed and delivered by such Purchaser and, assuming the due authorization, execution, and delivery by the Company and the other Purchasers, constitutes his, her or its valid and binding obligation, enforceable in accordance with the terms of this Agreement, subject to applicable bankruptcy, reorganization, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.
Such Purchaser is a "qualified institutional buyer" as such term is defined in Rule 144A under the Act or an accredited investor, as such term is defined under Regulation D of the Act.