Common use of Certain Securities Law Matters Clause in Contracts

Certain Securities Law Matters. The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act of 1933. The Investor has substantial experience in evaluating and investing in securities in companies similar to the Company so that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company and has the capacity to protect the Investor’s own interests. The Investor is acquiring the RBC Stock for investment for the Investor’s own account, not as a nominee or agent, and not with the view towards, or for resale in connection with, any public sale or distribution thereof; provided, however, that by making the representations herein, the Investor does not agree to hold any of the RBC Stock being purchased by it for any minimum or other specific term and reserves the right to dispose of the RBC Stock being purchased by it at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act of 1933. The Investor understands that the offer and sale of the RBC Stock has not been, and will not be, registered under applicable Federal or state securities laws, except pursuant to the Investors’ Rights Agreement.

Appears in 4 contracts

Samples: Share Purchase Agreement (De Shaw Laminar Portfolios LLC), Share Purchase Agreement (De Shaw Laminar Portfolios LLC), Share Purchase Agreement (Russell Berrie Foundation)

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Certain Securities Law Matters. The Such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act of 1933. The Such Investor has substantial experience in evaluating and investing in securities in companies similar to the Company so that the such Investor is capable of evaluating the merits and risks of the such Investor’s investment in the Company and has the capacity to protect the such Investor’s own interests. The Such Investor is acquiring the RBC Stock for investment for the Investor’s own account, not as a nominee or agent, and not with the view towards, or for resale in connection with, any public sale or distribution thereof; provided, however, that by making the representations herein, the such Investor does not agree to hold any of the RBC Stock being purchased by it for any minimum or other specific term and reserves the right to dispose of the RBC Stock being purchased by it at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act of 1933. The Such Investor understands that the offer and sale of the RBC Stock has not been, and will not be, registered under applicable Federal or state securities laws, except pursuant to the Investors’ Investor Rights Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Russell Berrie Foundation), Share Purchase Agreement (Benaroya Raphael)

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Certain Securities Law Matters. The Such Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act of 1933. The Such Investor has substantial experience in evaluating and investing in securities in companies similar to the Company so that the such Investor is capable of evaluating the merits and risks of the such Investor’s investment in the Company and has the capacity to protect the such Investor’s own interests. The Such Investor is acquiring the RBC Stock for investment for the Investor’s own account, not as a nominee or agent, and not with the view towards, or for resale in connection with, any public sale or distribution thereof; provided, however, that by making the representations herein, the such Investor does not agree to hold any of the RBC Stock being purchased by it for any minimum or other specific term and reserves the right to dispose of the RBC Stock being purchased by it at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act of 1933. The Such Investor understands that the offer and sale of the RBC Stock has not been, and will not be, registered under applicable Federal or state securities laws, except pursuant to the Investors’ Registration Rights Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Benaroya Raphael), Share Purchase Agreement (Russell Berrie Foundation)

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