Investment Representations of Seller. In connection with the issuance of the Buyer Securities to Seller hereunder, Seller hereby represents and warrants to ChipPAC that:
Investment Representations of Seller. The Seller and each of the Shareholders acknowledge, represent and agree that :
Investment Representations of Seller. In connection with the issuance of the Buyer Securities to Seller hereunder, Seller hereby represents and warrants to Buyer that:
Investment Representations of Seller. The Seller hereby acknowledges and understands that the shares he is individually acquiring will place him in a position with the Buyer of a majority shareholder. As a controlling and/or majority shareholder, Seller has certain fiduciary duties, right and obligations to the Buyer. Seller must comply with SEC Rules and Regulations pertaining to controlling and/or majority shareholders of public companies:
Investment Representations of Seller. Seller, including any designee of Seller, represents and warrants to Purchaser and FGC that:
Investment Representations of Seller. Pursuant to Sections 1.2 and 4.2 hereof, Key will issue the Key shares to the Shareholder. In connection with this issuance, each of Seller and the Shareholder acknowledges, represents and agrees that :
Investment Representations of Seller. (a) The TKOG Shares are being acquired by Seller for his own account, and not for any other Person, for investment only and with no present intention of distributing or reselling (and Seller will not distribute or resell) such TKOG Shares or any part thereof or interest therein in any transaction that would violate the securities laws of the United States of America, or any state, without prejudice, however, to the rights of Seller at all times to sell or otherwise dispose of all or any part of the TKOG Shares under an effective registration statement or applicable exemption from registration under the Securities Act and any applicable state securities law. Seller has no present contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person the TKOG Shares, any interest therein, or any part thereof, and Seller has no present plans to enter into any such contract, undertaking, agreement or arrangement.
Investment Representations of Seller. The Seller represents and warrants to ICN as follows:
Investment Representations of Seller. All Common Stock acquired by Seller pursuant to this Agreement shall be acquired by Seller for its own account for investment only and not with a view towards, or for resale in connections with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, Seller reserves the right to dispose of such Common Stock at any time in accordance with or pursuant to an effective registration statement covering such Common Stock, or an available exemption under the Securities Act. Seller agrees not to sell, hypothecate or otherwise transfer such Common Stock unless such Common Stock is registered under federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Buyer, an exemption from such law is available. Seller further agrees not to sell any such Common Stock while in possession of material, non-public information.
Investment Representations of Seller. Seller represents and warrants to the Buying Parties that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement).
