Acquisition of Stock for Investment. Each Stockholder --------------------------------------- understands that the issuance of Xxxxxx Stock will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and, accordingly, are restricted securities, and that he/she represents and warrants to Berens that his/her present intention is to receive and hold the Xxxxxx Stock for investment only and not with a view to the distribution or resale thereof. Additionally, the Stockholder understands that any sale by the Stockholder of any of the Xxxxxx Stock received under this Agreement will, under current law, require either (a) the registration of the Xxxxxx Stock under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. Unless a Registration Statement had been filed to register the Xxxxxx Stock, the Stockholder hereby agrees to execute, deliver, furnish or otherwise provide to Xxxxxx an opinion of counsel reasonably acceptable to Xxxxxx prior to any subsequent transfer of the Xxxxxx Stock, that such transfer will not violate the registration requirements of the federal or state securities acts. The Stockholder further agrees to execute, deliver, furnish or otherwise provide to Xxxxxx any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Xxxxxx Stock acquired hereby. To assist in implementing the above provisions, the Stockholder hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Xxxxxx Stock acquired hereby until the Xxxxxx Stock has been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, , HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."
Acquisition of Stock for Investment. (a) The Seller Group understands that the issuance of the Rick’s Shares (as referenced in Article III herein) will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and accordingly, are restricted securities, and the Seller Group’s present intention is to receive and hold the Rick’s Shares for investment only and not with a view to the distribution or resale thereof.
Acquisition of Stock for Investment. The Buyer is acquiring the shares of Common Stock for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such shares of Common Stock. The Buyer agrees that such shares of Common Stock may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from registration available under such Act. The Buyer will not sell, offer to sell or solicit offers to buy any of the shares of Common Stock in violation of the Securities Act of 1933 or the securities law of any state. The Buyer understands that the shares of Common Stock have not been registered under federal or any state's securities laws.
Acquisition of Stock for Investment. The Seller understands that any issuance of the Shares (as referenced in Section 3 herein) will not have been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities acts, and are accordingly, are restricted securities, and the Seller represents and warrants to the Purchaser that the Seller's present intention is to receive and hold the Shares for investment only and not with a view to the distribution or resale thereof. Additionally, the Seller understands that any sale of any the Shares issued, under current law, will require either (a) the registration of the Shares under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. The Seller represents that he is an "Accredited Investor" as that term is defined in the Securities Act of 1933, as amended. The Seller also represents that he is acquiring the Shares solely for his own beneficial account, for investment purposes, and not with view to, or for resale in connection with, any distribution of the Shares. The Seller understands that the Purchaser is relying upon the representations, covenants and agreements contained in this Agreement (and any supplemental information) for the purposes of determining whether this transaction meets the requirements for such exemptions. The Seller has not offered or sold any portion of the Shares and has no present intention of dividing such Shares with others or of reselling or otherwise disposing of any portion of such Share either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. To assist in implementing the above provisions, the Seller hereby consent to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Shares acquired hereby until the Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION...
Acquisition of Stock for Investment. Buyer is acquiring the Stock for investment and not with a view toward any distribution thereof, and will dispose of such Stock only in compliance with the Securities Act of 1933 and any applicable state securities laws.
Acquisition of Stock for Investment. Buyer is acquiring the ----------------------------------- Company Securities for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such Company Securities. Buyer agrees that the Company Securities 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 the Securities Act.
Acquisition of Stock for Investment. Purchaser is acquiring the Shares for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the Shares. Purchaser agrees that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, except pursuant to an exemption from the registration available under such Act.
Acquisition of Stock for Investment. (a) The One World Shareholder understands that the issuance of the Common Stock of the Company will not have been registered under the Act, or any state securities acts, and, accordingly, are restricted securities, and that he, she or it represents and warrants to the Company that his, her or its present intention is to receive and hold the Common Stock of the Company for investment only and not with a view to the distribution or resale thereof.
Acquisition of Stock for Investment. The Buyer is acquiring the Shares for investment and not with a view toward or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such Shares.
Acquisition of Stock for Investment. Buyer is acquiring the shares of Common Stock for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such shares of Common Stock. Buyer agrees that such shares of Common Stock may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from registration available under such Act. Buyer acknowledges that it has such knowledge and experience as is necessary to evaluate an investment in the Company's Common Stock.
