Investment Matters. Each Member, severally and not jointly, hereby warrants and represents to the Company and to each other Member that (i) such Member is acquiring his, her or its Units solely for investment and not with a view to the distribution or resale thereof or to divide his or its participation with others, (ii) such Member is acquiring his, her or its Units with his, her or its own funds and for his, her or its own account and not on behalf of any other Person, (iii) neither such Member nor any other Person acting on his, her or its behalf has paid any commission or other compensation to any Person in connection with such Member’s acquisition of his, her or its Units, and (iv) such Member acknowledges that none of the Units has been registered or qualified under the Securities Act of 1933, as amended from time to time (the “Securities Act”), or any applicable state securities laws, and, in addition to the other restrictions on disposition contained in this Agreement, the Units may not be sold, transferred or otherwise disposed of in whole or in part unless a registration statement under the Securities Act with respect to such Units and qualification in accordance with all applicable state securities laws has become effective, or unless such Member establishes to the satisfaction of the Company that an exemption from such registration and qualification is available.
Investment Matters. The Common Stock to be issued to Buyer hereunder will be acquired for its own account and not on behalf of any other Person, and all such securities are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securities. Buyer has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise in business and financial matters that it is capable of evaluating the merits and risk of the investment in such securities, and has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. Buyer has been advised by Ontro and understands that (a) the securities to be issued hereunder will not be registered under any securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Act.
Investment Matters. (a) The Purchase Shares are being sold to the Purchaser in reliance upon an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act.
Investment Matters. The CW Common Stock to be issued to the Shorco Shareholders pursuant to the Merger has not and will not be registered under the Act or any state securities law, and is being issued in reliance upon representations made by the Shorco Shareholders herein and exemptions from such registration requirements that are available only if the CW Common Stock is not being offered to the public and is being acquired for investment and not with a view to its distribution or sale. CW will cause an appropriate legend stating these restrictions to be placed on all stock certificates issued by it pursuant to this Agreement.
Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the Principals, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide his participation with others. Seller and the Principals both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Sec. 230.501(a), under the Securities Act of 1933, as amended (the "ACT"). Seller and the Principals both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Principals acknowledge that they have received and have reviewed the following documents (collectively, the "NEW HORIZONS' DISCLOSURE DOCUMENTS"): (a) New Horizons' most recent Proxy Statement, (b) New Horizons' most recent Annual Report on Form 10-K, (c) New Horizons' Form 10-Q Quarterly Report(s) for the fiscal quarter(s) subsequent to such Annual Report, and (d) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Principals understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 (or its successor) under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance w...
Investment Matters. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Shares to the Purchasers hereunder. The Shares (i) were not offered to the Purchasers by any form of general solicitation or general advertising and (ii) are not being offered to the Purchasers in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
Investment Matters. (i) Xxxxxxxx has such knowledge and experience in financial and business matters that he is capable of evaluating and has evaluated and understands the merits and risks of his acquisition of the CS Shares, including the risk of losing his entire investment in the CS Shares. Xxxxxxxx can afford such a loss. Xxxxxxxx understands that the CS Shares have not been registered under the Securities Act by reason of a specific exemption thereunder which depends among other things on his investment intent and the representations made in this Agreement. Xxxxxxxx is receiving the CS Shares for his own account for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or otherwise transferring the CS Shares. Xxxxxxxx agrees that the CS Shares may not be sold, transferred, offered for sale, pledged (in connection with a loan transaction or otherwise), hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to Buyer, that an exemption from such registration is available under the Securities Act, and state securities or blue sky laws to the extent applicable. Xxxxxxxx acknowledges and confirms that Buyer has made available to Xxxxxxxx the Offering Memorandum dated February 16, 1996 related to the offering of $400,000,000 in Senior Discount Notes and 110,000 shares of Buyer's common stock (the "Offering Memorandum") as well as the SEC Filings. Xxxxxxxx confirms that Buyer has made available to Xxxxxxxx the opportunity to ask questions of the officers and management employees of Buyer and to acquire additional information about Buyer's business, including, but not limited to, such Offering Memorandum and SEC Filings and its financial condition (to the extent Buyer and its officers and management employees possessed such information or could acquire it without unreasonable effort or expense), necessary to verify the accuracy of any information furnished to him or to which he had access and all such questions have been answered to his complete satisfaction and he does not need or require any additional information concerning Buyer, the such Offering Memorandum and SEC Filings or the CS Shares, and Xxxxxxxx confirms that he has been given full opportunity to ask questions of the senior management of Buyer about the foregoing transactions, the financial impact ther...
Investment Matters. (a) The Shareholder and, if applicable, the Related JLW Owner are resident in the country identified under the Shareholder's and Related JLW Owner's names in columns 1 and 2, respectively, of Annex B hereto, and neither the Shareholder nor, if applicable, the Related JLW Owner is resident in a territory outside such country.
Investment Matters. Subject to Chapter 4, the rights and obligations of the Parties in respect of investments shall be governed by the Bilateral Investment Treaty signed between the Parties at Amman, Jordan on 16 May 2004.
Investment Matters. . . 7 Section 3.2
