Investment in the Common Stock Sample Clauses

Investment in the Common Stock. As of the Closing Date, each of the Quantime Shareholders (as to himself or herself and not as to any other Quantime Shareholder): (i) has received and carefully reviewed copies of the SPSS Reports (hereinafter defined); (ii) has evaluated, and/or his or her business, tax and/or other legal advisors have evaluated and advised such Quantime Shareholder as to the merits, disadvantages and risks of an investment in SPSS Common Stock; (iii) acknowledges that, in reliance upon these representations, SPSS is not registering the issuance of the SPSS Common Stock under the Act prior to the Closing Date; (iv) acknowledges that the SPSS Common Stock may not be resold except in a transaction which is registered under the Act or which is exempt from such registration requirements and that SPSS will cause a legend setting forth such restrictions to be placed on each certificate representing the SPSS Common Stock and will make appropriate notations in its records and the records of its transfer agent with respect thereto; (v) recognizes the speculative nature of the SPSS Common Stock and is able to bear the economic risk of the investment he or she is making in SPSS Common Stock by reason of the transactions contemplated by this Agreement; (vi) is acquiring the SPSS Common Stock for his or her own account, as principal, for investment purposes only and without a view to the resale, transfer or other distribution thereof except in a sale registered under the Act or in a transaction exempt from the registration requirements of the Act; (vii) acknowledges that the Acquisition Stock of SPSS being acquired pursuant to the terms of this Agreement represents an investment in the business of SPSS, and that SPSS has made no representations or warranties with respect to the future business performance of SPSS or the price of its Common Stock; and (viii) has been afforded an opportunity to ask questions and receive answers concerning SPSS and its operations, business and financial condition, the SPSS Common Stock and the terms and conditions of this Agreement and has received any additional information concerning SPSS and its operations, business and financial condition, the SPSS Common Stock and this Agreement that such Quantime Shareholder has reasonably requested.
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Investment in the Common Stock. As of the Closing Date, each of the Quantime Shareholders (as to himself or herself and not as to any other Quantime Shareholder): (i) has received and carefully reviewed copies of the SPSS Reports (hereinafter defined); (ii) has evaluated, and/or his or her business, tax and/or other legal advisors have evaluated and advised such Quantime Shareholder as to the merits, disadvantages and risks of an investment in SPSS Common Stock; (iii) acknowledges that, in reliance upon these representations, SPSS is not registering the issuance of the SPSS Common Stock under the Act prior to the Closing Date; (iv) acknowledges that the SPSS Common Stock may not be resold except in a transaction which is registered under the Act or which is exempt from such registration requirements and that SPSS will cause a legend setting forth such restrictions to be placed on each certificate representing the SPSS Common Stock and will make appropriate notations in its records and the records of its transfer agent with respect thereto; (v) recognizes the speculative nature of the SPSS Common Stock and is able to bear the economic risk of the investment he or she is making in SPSS Common Stock by reason of the transactions contemplated by this Agreement; (vi) is acquiring
Sample 1

Related to Investment in the Common Stock

  • Registration of the Common Stock The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • Issuance of Common Stock Equivalents If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make be less than the Warrant Price in effect at the time of such amendment or adjustment, then the Warrant Price then in effect shall be adjusted as provided in Section 4(d). No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents.

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Issuance of Shares of Common Stock As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Shares of Common Stock The Company shall have duly reserved the number of Debenture Shares required by this Agreement and the Transaction Documents to be reserved upon the conversion of the Debentures acquired by the Purchaser on the First Closing Date;

  • Parent Common Stock The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued in connection with the Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to preemptive rights of any sort.

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