Acquiring for Investment. The Noteholder is acquiring the Preferred Stock for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). The Noteholder will not, directly or indirectly, offer, sell, pledge or otherwise transfer its Preferred Stock, or any interest therein, except pursuant to transactions that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Noteholder understands and acknowledges that there is no public market for the Preferred Stock and it is unlikely that any public market will develop. There can be no assurance that the Noteholder will be able to sell or otherwise dispose of the Preferred Stock. The Noteholder acknowledges that it must bear the economic risk of the Noteholder’s investment in the Preferred Stock indefinitely, unless the Preferred Stock is registered pursuant to the Securities Act and any applicable state securities laws or an exemption from such registration is available, and that the Company has no present intention of registering any such Securities or any obligation to do so in the future.
Acquiring for Investment. The Shareholder is acquiring the Securities for his or its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). The Shareholder will not, directly or indirectly, offer, sell, pledge or otherwise transfer his or its Securities, or any interest therein, except pursuant to transactions that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Shareholder understands that the Shareholder must bear the economic risk of the Shareholder’s investment in the Securities indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities laws or an exemption from such registration is available, and that the Company has no present intention of registering any such Securities.
Acquiring for Investment. The Member is acquiring the Preferred Stock for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). The Member will not, directly or indirectly, offer, sell, pledge or otherwise transfer its Preferred Stock, or any interest therein, except pursuant to transactions that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Member understands and acknowledges that there is no public market for the Preferred Stock and it is unlikely that any public market will develop. There can be no assurance that the Member will be able to sell or otherwise dispose of the Preferred Stock. The Member acknowledges that it must bear the economic risk of the Member’s investment in the Preferred Stock indefinitely, unless the Preferred Stock is registered pursuant to the Securities Act and any applicable state securities laws or an exemption from such registration is available, and that the Company has no present intention of registering any such Securities or any obligation to do so in the future.
Acquiring for Investment. Transferee is acquiring the Shares solely for investment purposes, and not with a view to a distribution thereof. Transferee is not a party to, and does not presently intend to enter into, any contract or other arrangement with any other person or entity involving the resale, transfer, grant of participation with respect to, or other unregistered distribution of, any of the Shares.
Acquiring for Investment. Buffalo is acquiring the Securities Stock for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). Buffalo will not, directly or indirectly, offer, sell, pledge or otherwise transfer its Securities, or any interest therein, except pursuant to transactions that are exempt from the registration requirements of the Securities Act or sales registered under the Securities Act. Buffalo understands and acknowledges that there is no public market for the Securities and it is unlikely that any public market will develop. There can be no assurance that Buffalo will be able to sell or otherwise dispose of the Securities. Buffalo acknowledges that it must bear the economic risk of Buffalo’s investment in the Securities indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities laws or an exemption from such registration is available, and that the Company has no present intention of registering any such Securities or any obligation to do so in the future.
Acquiring for Investment. Such Noteholder is acquiring such Noteholder’s Common Shares for his or its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”). Such Noteholder will not, directly or indirectly, offer, sell, pledge or otherwise transfer his or its Common Shares, or any interest therein, except pursuant to transactions that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. Such Noteholder understands that such Noteholder must bear the economic risk of such Noteholder’s investment in such Noteholder’s Common Shares indefinitely, unless such Noteholder’s Common Shares are registered pursuant to the Securities Act and any applicable state securities laws or an exemption from such registration is available, and that the Company has no present intention of registering any such Common Shares.
Acquiring for Investment. The Voting Trustee hereby confirms that the Shares represent part of the consideration relied on to induce WRAIR to enter into the Amended License and the Development Plan and will, based on a reading of such agreements and documents consistent with its duties hereunder, be acquired for investment for WRAIR’s own economic benefit and account, not as a nominee or agent, and not with a view to the resale or distribution of the Shares or any part thereof, and that WRAIR has not disclosed to the Voting Trustee any present intention, nor does the Voting Trustee acting on behalf of WRAIR have any present intention, of selling, granting any participation in (other than those granted to inventors permitted under 15 USC 3710(c)), or otherwise distributing the same or to otherwise direct the Voting Trustee to do any of the foregoing. WRAIR has not disclosed to the Voting Trustee, and the Voting Trustee acting on behalf of WRAIR has no knowledge of, any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person or to any third Person, with respect to any of the Shares, except as set forth in the Development Plan.
Acquiring for Investment. The Shareholder is acquiring the Class A Shares for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”).
Acquiring for Investment. The Parent is acquiring the Class C Membership Interests for its own account for investment and not for resale or distribution. The Parent acknowledges that the Class C Membership Interests have not been registered under the Laws of any jurisdiction. Parent has no Contract, undertaking, agreement or arrangement with any Person to sell, hypothecate, pledge, donate or otherwise dispose of the Class C Membership Interests and the Parent has no present plan or intention to enter into any such Contract, undertaking, agreement or arrangement, in each case, that would constitute a violation of any applicable Laws.
Acquiring for Investment. Seller is acquiring the Class C Partnership Interests for its own account for investment and not for resale or distribution. Seller acknowledges that the Class C Partnership Interests have not been registered under the laws of any jurisdiction. Seller has no Contract, undertaking, agreement or arrangement with any Person to sell, hypothecate, pledge, donate or otherwise dispose of the Class C Partnership Interests and Seller has no present plan or intention to enter into any such Contract, undertaking, agreement or arrangement, in each case, that would constitute a violation of any Applicable Law.
