ACQUISITION OF OPTION SHARES FOR OWN ACCOUNT Sample Clauses

ACQUISITION OF OPTION SHARES FOR OWN ACCOUNT. Optionee will acquire the Option Shares, if at all, pursuant to this Agreement with Optionee's own funds, and not with the funds of any other Person. The Option Shares will be acquired, if at all, for Optionee's own account, not as a nominee or agent and not for the account of any other Person. No other Person will have any interest, beneficial or otherwise, in any of the Option Shares, unless upon the assignment of any Options by Optionee to his successors, heirs or legatees as herein set forth. Optionee is not obligated to transfer any of the Option Shares or any interest therein to any other Person nor has Optionee entered into any agreement or understanding to transfer said Option Shares. Optionee will acquire the Option Shares, if at all, for an indefinite period for investment purposes only and not with a view to the sale or distribution by public or private sale or other disposition, and does not have the intention of selling, granting any participation in or otherwise distributing or disposing of any or all of the Option Shares or any interest therein, except as herein provided or by applicable securities laws. Optionee does not intend to subdivide Optionee's acquisition of any Option Shares with any other Person.
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ACQUISITION OF OPTION SHARES FOR OWN ACCOUNT. Optionee will acquire the Option Shares, if at all, pursuant to this Agreement with Optionee’s own funds, and not with the funds of any other Person. The Option Shares will be acquired, if at all, for Optionee’s own account, not as a nominee or agent and not for the account of any other Person. No other Person will have any interest, beneficial or otherwise, in any of the Option Shares, unless upon the assignment of any Options by Optionee to his successors, heirs or legatees as herein set forth. Optionee is not obligated to transfer any of the Option Shares or any interest therein to any other Person nor has Optionee entered into any agreement or understanding to transfer said Option Shares. Optionee will acquire the Option Shares, if at all, for an indefinite period for investment purposes only and not with a view to distribute them in violation of any applicable federal or state securities laws or the regulations promulgated thereunder. Optionee does not intend to subdivide Optionee’s acquisition of any Option Shares with any other Person. No Option Shares will be transferred until all legal requirements applicable to the transfer of such Option Shares have been complied with to the satisfaction of the Board of Directors. The Board of Directors shall have the right to condition any transfer of shares to Optionee upon Optionee’s written undertaking to comply with such restrictions on his subsequent disposition of such shares as the Board of Directors shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof.
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Related to ACQUISITION OF OPTION SHARES FOR OWN ACCOUNT

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • Purchase Entirely for Own Account The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

  • Acquisition of Shares for Investment Sellers are acquiring the shares comprising the Stock Consideration for investment and not with a view toward sale in connection with any distribution thereof in violation of the Securities Act. Parent hereby acknowledges and agrees that the shares comprising the Stock Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under such Act, and without compliance with state and foreign securities Laws, in each case, to the extent applicable.

  • Conditions to Purchase of Option Shares In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:

  • Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • Purchase for Own Account for Investment Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares.

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