Investment Intentions Sample Clauses

Investment Intentions. (a) The Genesis Member (i) will be acquiring the shares of Newco Common Stock to be issued pursuant to Section 2.4 to the Genesis Member solely for such Genesis Member's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution that is not made pursuant to an appropriate registration statement or in accordance with an applicable exemption promulgated under the Securities Act and any applicable state securities law; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Newco Common Stock other than this Agreement; (iii) unless disclosed otherwise on Schedule 3.1, is an "accredited investor" as defined in Securities Act Rule 501(a); and (iv) (A) is able to bear the economic risks of an investment in the Newco Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Genesis Member is capable of evaluating the merits and risks of the proposed investment in the Newco Common Stock, (D) has received and carefully reviewed the Recent SEC Documents and has had an adequate opportunity to ask questions and receive answers from the officers of JWCFS and Newco concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of JWCFS and Newco, the plans for the operations of the business of Newco, and the business, operations, and financial condition of JWCFS and Newco, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Genesis Member's satisfaction.
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Investment Intentions. (a) Each Company --------------------- Shareholder who is to receive Vail Banks Common Stock in the Merger will agree in writing prior to being issued such shares of Vail Banks Common Stock that he or she (i) will be acquiring the shares of Vail Banks Common Stock to be issued pursuant to Section 1.2 to the Company Shareholder solely for such Company Shareholder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Vail Banks Common Stock other than this Merger Agreement; (iii) unless disclosed otherwise in Section 4.2.13 of the Company Disclosure Memorandum, is an "accredited investor" as defined in Securities Act Rule 501(a); (iv) (A) is able to bear the economic risks of an investment in the Vail Banks Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Company Shareholder is capable of evaluating the merits and risks of the proposed investment in the Vail Banks Common Stock, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Vail Banks concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of Vail Banks, the plans for the operations of the business of Vail Banks, the business, operations, and financial condition of Vail Banks, and any plans of Vail Banks for additional acquisitions, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Company Shareholder's satisfaction.
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Investment Intentions. 21 3.2 Ownership and Status of Genesis Member Interests.....................22 3.3 Power of Genesis Member; Approval of LLC Exchange....................22 3.4 No Conflicts or Litigation...........................................23 3.5
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Investment Intentions. 19 3.03 Ownership and Status of the Company Capital Stock .......... 20 3.04 Power of the Selling Stockholder; Approval of the Merger Transaction ....................................... 20 3.05 No Conflicts or Litigation ................................. 21 3.06
Sample 1
Investment Intentions. (a) Each Company Shareholder (i) --------------------- will be acquiring the shares of Vail Banks Common Stock to be issued pursuant to Section 1.2 to the Company Shareholder solely for such Company Shareholder's account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of those shares in connection with any distribution; (ii) is not a party to any agreement or other arrangement for the disposition of any shares of Vail Banks Common Stock other than this Merger Agreement; (iii) unless disclosed otherwise in Section 4.2.13 of the Disclosure Memorandum, is an "accredited investor" as defined in Securities Act Rule 501(a); (iv) (A) is able to bear the economic risks of an investment in the Vail Banks Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Company Shareholder is capable of evaluating the merits and risks of the proposed investment in the Vail Banks Common Stock, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Vail Banks concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of Vail Banks, the plans for the operations of the business of Vail Banks, the business, operations, and financial condition of Vail Banks, and any plans of Vail Banks for additional acquisitions, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to such Company Shareholder's satisfaction.
Sample 1
Investment Intentions. CK Witco (i) will be acquiring the Consideration Securities solely for its account, for investment purposes only and with no current intention or plan to distribute, sell, or otherwise dispose of any of the Consideration Securities; (ii) is not a party to any agreement or other arrangement for the disposition of any of the Consideration Securities; (iii) is an "accredited investor" as defined in Securities Act Rule 501(a) promulgated pursuant to the United States Securities Act of 1933, as amended; (iv) (A) is able to bear the economic risks of an investment in the Consideration Securities, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that CK Witco is capable of evaluating the merits and risks of the proposed investment in the Consideration Securities, (D) has had an adequate opportunity to ask questions and receive answers from the officers of Yorkshire concerning any and all matters relating to the transactions contemplated hereby, Yorkshire and the Consideration Securities, including, the plans for the operations of the business of Yorkshire, the business, operations, and financial condition of Yorkshire, and any plans of Yorkshire, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to CK Witco's satisfaction.
Sample 1

Related to Investment Intentions

  • Investment Intention The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof. Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • Investment Intent Buyer is acquiring the Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

  • Status and Investment Intent (a) Status of the Purchaser. The Purchaser is either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Risk Management Instruments Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative instruments, including, swaps, caps, floors and option agreements, whether entered into for the Company’s own account, or for the account of one or more of the Company Subsidiaries or its or their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance with prudent practices and in all material respects with all applicable laws, rules, regulations and regulatory policies and (iii) with counterparties believed to be financially responsible at the time; and each of such instruments constitutes the valid and legally binding obligation of the Company or one of the Company Subsidiaries, enforceable in accordance with its terms, except as may be limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor, to the knowledge of the Company, any other party thereto, is in breach of any of its obligations under any such agreement or arrangement other than such breaches that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.

  • Investment Subadvisory Contracts (a) Subject to the provisions of the Agreement and Declaration of Trust and the 1940 Act, the Manager, at its expense, may, in its discretion, subject to approval by the Trust’s Board of Trustees and, if required by applicable law, the Trust’s shareholders, select and contract with one or more Subadvisers for the Fund with respect to all or a portion of the Fund’s assets. If the Manager retains a Subadviser hereunder, then unless otherwise provided in the applicable subadvisory agreement, the Subadviser (and not the Manager) shall have the obligation (as to the portion of the Fund’s assets for which it acts as subadviser) of furnishing continuously an investment program and determining which securities will be purchased or sold for the Fund, and what portion may be held uninvested, and placing all orders for the purchase and sale of portfolio securities for the Fund and selecting broker-dealers in connection therewith.

  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

  • Interest Rate Risk Management Instruments (a) Set forth on Schedule 2.26(a) is a list as of the date ---------------- hereof of all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which Seller or any of the Seller Subsidiaries is a party or by which any of their properties or assets may be bound.

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