Common use of Investment Representations Clause in Contracts

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 5 contracts

Samples: Pledge Agreement (Red Robin Gourmet Burgers Inc), Pledge Agreement (Red Robin Gourmet Burgers Inc), Pledge Agreement (Red Robin Gourmet Burgers Inc)

AutoNDA by SimpleDocs

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC applicable securities laws and regulations (for example, Securities and Exchange Commission Rule 701). The Purchaser hereby affirms as made as of the date hereof the representations in his or her Section 9 of the “Terms and Conditions of Option” (which are attached to and a part of the Option Agreement Agreement, the “Terms”) and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation Company has no obligation to register the Shares or file any registration statement under federal or state the applicable securities laws. The certificates , and (b) that the Company may cause the legend set forth below or legends substantially equivalent thereto to be placed upon any certificate(s) representing ownership of the Shares will bear the following legends or substantially similar legendsShares: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF ANY STATE. NO TRANSFER OF SUCH THESE SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, REGISTRATION UNDER ISSUER TO THE ACT EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH THE ACT AND WITH ANY APPLICABLE STATE SECURITIES LAWS." ". THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED SHARE AWARD AGREEMENT WITH BETWEEN THE CORPORATIONISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH IS AVAILABLE FOR REVIEW MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE SECRETARY ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF THE CORPORATIONFIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES."

Appears in 5 contracts

Samples: Option Agreement (SAMOYED HOLDING LTD), Option Agreement (Hexindai Inc.), Option Agreement (SAMOYED HOLDING LTD)

Investment Representations. 10.1.1 The Purchaser acknowledges Holder, by acceptance of this Debenture, represents that this Debenture and any shares of Common Stock issuable upon conversion of this Debenture are being and will be acquired for the Holder's own account for investment and not with a view to, or for resale in connection with, the distribution thereof in violation of applicable securities laws, and that the sale Holder has no present intention of the Shares by the Purchaser is restricted by SEC Rule 701distributing or reselling this Debenture or any such shares of Common Stock. The Purchaser hereby affirms as made as Holder, by acceptance of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser Debenture, further represents that he/she it has no need not offered or sold this Debenture, or any shares of Common Stock into which this Debenture is convertible, directly or indirectly to any other person, and that the Holder is not acquiring this Debenture or any such Common Stock for liquidity in this investment, has the ability to bear the economic risk account of any other person. Certificates evidencing shares of Common Stock issuable upon conversion of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will Debenture shall bear the following legends or substantially similar legendslegend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES SECURITIES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 19331933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF IN VIOLATION OF APPLICABLE SECURITIES LAWS, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF AND SUCH SECURITIES WILL MAY NOT BE PERMITTED SOLD OR TRANSFERRED UNLESS A THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO THE CORPORATION, COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSACT." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 4 contracts

Samples: Iq Biometrix Inc, Iq Biometrix Inc, Iq Biometrix Inc

Investment Representations. The Purchaser acknowledges undersigned Members understand (1) that the sale Membership Interests evidenced by this Agreement have not been registered under the 1933 Act, the Delaware Securities Act or any other state securities laws (the "Securities Acts") because the Company is issuing these Membership Interests in reliance upon the exemptions from the registration requirements of the Shares Securities Acts providing for issuance of securities not involving a public offering, (2) that the Company has relied upon the fact that the Membership Interests are to be held by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need each Member for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford (3) that exemption from registrations under the Securities Acts would not be available if the Membership Interests were acquired by a complete loss Member with a view to distribution. Accordingly, each Member hereby confirms to the Company that such Member is acquiring the Membership Interests for such own Member's account, for investment and not with a view to the resale or Distribution thereof. Each Member agrees not to transfer, sell or offer for sale any of portion of the purchase price for Membership Interests unless there is an effective registration or other qualification relating thereto under the Shares1933 Act and under any applicable state securities laws or unless the holder of Membership Interests delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under such 1933 Act and applicable state securities laws is not required in connection with such transfer, offer or sale. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also Each Member understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has Company is under no obligation to register the Shares Membership Interests or file to assist such Member in complying with any exemption from registration statement under federal the Securities Acts if such Member should at a later date, wish to dispose of the Membership Interest. Furthermore, each Member realizes that the Membership Interests are unlikely to qualify for disposition under Rule 144 of the Securities and Exchange Commission unless such Member is not an "affiliate" of the Company and the Membership Interest has been beneficially owned and fully paid for by such Member for at least two years. Each Member, prior to acquiring a Membership Interest, has made an investigation of the Company and its proposed business, and the Company has made available to each Member, all information with respect to the Company which such Member needs to make an informed decision to acquire the Membership Interest. Each Member considers himself, herself or state securities laws. The certificates representing itself to be a person possessing experience and sophistication as an investor, which are adequate for the Shares will bear evaluation of the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONmerits and risks of such Member's investment in the Membership Interest." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Macquarie Infrastructure Assets Trust), Limited Liability Company Agreement (Macquarie Infrastructure CO LLC), Joinder Agreement (Macquarie Infrastructure Assets Trust)

Investment Representations. The Purchaser acknowledges that Each stockholder of VANTAS who will be receiving Shares in the sale of HQ Merger will be receiving the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in for his or her Option Agreement its own account for investment only and not with a view towards distribution or resale. VANTAS reasonably believes that each such representations are incorporated herein by this reference. The Purchaser represents stockholder will either be an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act or will have such knowledge and experience in financial and business matters that he/she has no need for liquidity in this investmentsuch stockholder is capable of evaluating the merits and risks of an investment in, has the ability and is able to bear the economic risk of this investmentan investment in, and can afford a complete loss bearing the risk of the purchase price for investment in the Shares. The Purchaser acknowledges receipt VANTAS will inform each such stockholder that any routine sale of such Shares made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and further, that in case such Rule is not applicable to any sale of the Corporation's condensed consolidated financial informationShares, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. The Purchaser also understands and acknowledges (a) VANTAS will inform such stockholder that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation issued pursuant to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will this Agreement shall bear the following legends or substantially similar legendslegend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL MAY NOT BE PERMITTED UNLESS A SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SUCH ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE AN OPINION OF COUNSEL TO THE CORPORATION, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONSALE, A COPY OF WHICH OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONUNDER SUCH ACT."

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vantas Inc), Agreement and Plan of Merger (Reckson Services Industries Inc), Agreement and Plan of Merger (Carramerica Realty Corp)

Investment Representations. The Purchaser acknowledges Holder acknowledge that the sale of Warrants and the Warrant Shares by have not been and, except as otherwise provided herein, will not be registered under the Purchaser Act or qualified under applicable state securities laws and that the transferability thereof is restricted by SEC Rule 701the registration provisions of the Act as well as such state laws. The Purchaser hereby affirms as made as Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the date hereof Act, the representations in his or her Option Agreement Exchange Act, the Rules and such representations are incorporated herein Regulations promulgated by this referencethe Commission thereunder, and any applicable state securities laws. The Purchaser represents Holder further understands and agrees that he/she has no need for liquidity (i) neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in this investmentthe opinion of counsel reasonably satisfactory to the Company, has the ability to bear the economic risk of this investment, an exemption from such registration and can afford a complete loss qualification is available; (ii) any routine sales of the purchase price Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the Commission for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, Company; and (biii) that except as otherwise set forth herein, the Corporation has Company is under no obligation to register the Warrants or the Warrant Shares on its behalf or file to assist it in complying with any exemption from registration statement under federal the Act. The Holder agrees that each certificate representing any Warrant Shares for which the Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not been registered under the Securities Act of 1933 or qualified under any state securities laws. The certificates representing They may not be sold, hypothecated or otherwise transferred in the Shares will bear absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATECompany that such registration and qualification are not required. Appendix C-8 Common Stock Purchase Warrant Issued by EdgePoint AI, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."Inc.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Mateon Therapeutics Inc), Common Stock Purchase Warrant (Mateon Therapeutics Inc), Common Stock Purchase Warrant (Mateon Therapeutics Inc)

Investment Representations. The Purchaser acknowledges Warrants and Common Shares being acquired by Seller are for investment only and not with a view of any distribution thereof. Seller understands that neither the sale Warrants, the Warrant Shares or the Common Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from registration becomes or is available. Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act and has not acquired Common Shares or Warrants as a result of any general solicitation or general advertising. Seller will not distribute any Warrants, Warrant Shares or Common Shares or any portion thereof in violation of the Shares by Securities Act or the Purchaser applicable securities laws of any state. Seller (i) is restricted by SEC Rule 701. The Purchaser hereby affirms familiar with Buyer Parent and its assets and operations, (ii) has been given the opportunity to ask questions of representatives of Buyer Parent and to obtain such information about Buyer Parent and its assets and operations as made as Seller has reasonably requested and (iii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the date hereof prospective investment in the representations in his or her Option Warrants (and underlying securities) and the Common Shares. In formulating a decision to enter into this Agreement, Seller has relied solely upon an independent investigation of Buyer Parent and upon consultations with Seller’s legal and financial advisors with respect to this Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk nature of this investment, . It is understood that certificates evidencing the Warrants and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Common Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will may bear the following legends or substantially any similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE “THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SAID ACT AND WITH ANY APPLICABLE STATE SECURITIES LAWS, OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS." "” “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE SHARES HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS 4 MONTHS AND A DAY AFTER ISSUANCE OF THE SECURITY].”. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE 4, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ASSETS AND PROPERTIES OF THE COMPANY AND ROCK CREEK ARE BEING INDIRECTLY ACQUIRED BY BUYER ON AN “AS IS, WHERE IS” BASIS, SUBJECT ONLY TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONREPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THIS ARTICLE 4."

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Klondex Mines LTD), Membership Interest Purchase Agreement (Klondex Mines LTD)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Securities and Exchange Commission Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Section 6 of the “Terms and Conditions of Stock Option” (which are attached to and a part of the Option Agreement Agreement, the “Terms”) and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The , and (b) that the certificates representing the Shares will bear the following legends or substantially similar legendsbe legended as follows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "” “THE SHARES ARE SUBJECT TO THE CORPORATION’S RIGHT OF FIRST REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER AGREEMENTS WITH THE CORPORATION, COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION.” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Option Agreement (Sandisk Corp), Stock Option Agreement (Fusion-Io, Inc.)

Investment Representations. The Purchaser Securities subscribed to pursuant to this Subscription Agreement will be purchased for Subscriber’s own account and will be held for investment and not with the view to, or for resale in connection with, any distribution thereof. By such representation Subscriber means that Subscriber intends to hold the Securities for investment without the intent of participating directly or indirectly in a distribution thereof, and that Subscriber does not intend to dispose of all or any part of the Securities unless Subscriber determines that some change in Subscriber’s personal circumstances, by reason of some intervening event not now in contemplation, has occurred which makes such disposition necessary. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement. Subscriber agrees that Subscriber will not in any way transfer or dispose of any of the Securities unless either the Securities are covered by an effective registration statement under the Securities Act or the transfer or disposition is exempt from the registration requirements of the Securities Act. Subscriber further agrees that Subscriber will not in any way transfer or dispose of any of the Securities in violation of any other applicable securities laws and regulations, or in violation of any other applicable law. Subscriber hereby agrees that the Securities shall be transferable only on the books of the Company, and that no transfer shall be made on the books of the Company and no attempted transfer shall be effective unless and until the request for transfer is accompanied by an opinion of counsel of the Company, or an opinion of counsel for Subscriber which is acceptable to the Company, in their reasonable discretion, to the effect that neither the sale nor the proposed transfer results in a violation of the Securities Act, any other applicable securities laws and regulations, or any other applicable law of which said counsel is aware. Subscriber hereby acknowledges that the sale Company is under no obligation to assist Subscriber financially or otherwise in registering the Securities under the Securities Act or any other applicable securities laws and regulations, or in obtaining said opinion of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement counsel, and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability Subscriber agrees to bear the economic risk entire cost of this investment, and can afford obtaining any such opinion. Subscriber agrees that a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear legend in substantially the following legends form may be placed on any certificate or substantially similar legendscertificates delivered to Subscriber or any substitutes therefor: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE FEDERAL AND STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT FEDERAL AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT . THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE CORPORATIONFEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE, A COPY SATISFACTORY OPINION OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONITS COUNSEL."

Appears in 2 contracts

Samples: Subscription Agreement (Coyuchi, Inc.), Subscription Agreement (Coyuchi, Inc.)

Investment Representations. The Purchaser (i) Such Shareholder is acquiring the shares of PentaStar Common Stock to be issued to such Shareholder pursuant to the Transaction (the "PentaStar Shares") for such Shareholder's own account and not on behalf of any other Person; such Shareholder is aware and acknowledges that the sale PentaStar Shares have not been registered under the Securities Act, or applicable state securities laws, and may not be offered, sold, assigned, exchanged, transferred, pledged or otherwise disposed of unless so registered under the Securities Act and applicable state securities laws or an exemption from the registration requirements thereof is available; (ii) such Shareholder (or, if such Shareholder is not an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, such Shareholder through such Shareholder's purchaser representative ("Purchaser Representative") as duly designated pursuant to documentation delivered and reasonably satisfactory to PentaStar on or before the execution of this Agreement (the "Purchaser Representative Documents")) has been furnished all information that such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") deems necessary to enable such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") to evaluate the merits and risks of an investment in PentaStar (including without limitation the draft dated August 13, 1999 of PentaStar's Registration Statement on SEC Form SB-2 relating to the IPO (the "Registration Statement") and the other information described on Exhibit 3.3(a)(ii); such Shareholder (and such Shareholder's Purchaser Representative if such Shareholder is not an "accredited investor") has had a reasonable opportunity to ask questions of and receive answers from PentaStar concerning PentaStar, the PentaStar Shares and any and all matters relating to the transactions described herein or in the Registration Statement, including, without limitation, the background and experience of the Shares by current and proposed officers and directors of PentaStar, the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as plans for the operations of the date hereof business of PentaStar, the representations in his or her Option Agreement business, operations and financial condition of DMA Ventures, Inc. d/b/a Access Communications and any plans for additional acquisitions, and all such questions, if any, have been answered to the full satisfaction of such Shareholder (and such representations are incorporated herein by this reference. The Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor"); (iii) no Person other than such Shareholder has (x) any rights in and to the PentaStar Shares, which rights were obtained through or from such Shareholder; or (y) any rights to acquire the PentaStar Shares, which rights were obtained through or from such Shareholder; (iv) such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") has such knowledge and expertise in financial and business matters (including knowledge and expertise in the business and proposed business of PentaStar) that such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") is capable of evaluating the merits and risks involved in an investment in the PentaStar Shares; and such Shareholder is financially able to bear the economic risk of the investment in the PentaStar Shares, including a total loss of such investment; (v) such Shareholder represents that he/she it has adequate means of providing for its current needs and has no need for liquidity in this investment, its investment in the PentaStar Shares; such Shareholder has no reason to anticipate any material change in its financial condition for the ability to bear foreseeable future; (vi) such Shareholder is aware that the economic acquisition of the PentaStar Shares is an investment involving a risk of loss and that there is no guarantee that such Shareholder will realize any gain from this investment, and can afford a complete loss that such Shareholder could lose the total amount of its investment; (vii) such Shareholder understands that no United States federal or state agency has made any finding or determination regarding the fairness of the purchase price offering of the PentaStar Shares for investment, or any recommendation or endorsement of the offering of the PentaStar Shares; (viii) such Shareholder is acquiring the PentaStar Shares for investment, with no present intention of dividing or allowing others to participate in such investment or of reselling, or otherwise participating, directly or indirectly, in a distribution of PentaStar Shares, and shall not make any sale, transfer or pledge thereof without registration under the Securities Act and any applicable securities laws of any state, unless an exemption from registration is available, as established to the reasonable satisfaction of PentaStar, by opinion of counsel or otherwise; (ix) except as set forth herein, no representations or warranties have been made to such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") by PentaStar or any agent, employee or affiliate of PentaStar, and in entering into this transaction such Shareholder is not relying upon any information, other than from the results of independent investigation by such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor"); and (x) such Shareholder understands that the PentaStar Shares are being offered to such Shareholder in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that PentaStar is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth herein (and in the Purchaser Representative Documents, if applicable) in order to determine the applicability of such exemptions and the suitability of such Shareholder to acquire the PentaStar Shares. The Purchaser acknowledges receipt Except as set forth on Exhibit 3.3(a)(x) the Shareholder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the CorporationSecurities Act. Exhibit 3.3(a)(x) also sets forth each Shareholder's condensed consolidated financial informationstate of residency. The Purchaser also understands and acknowledges (a) that All the certificates representing the PentaStar Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will shall bear the following legends or substantially similar legendslegend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND CAN NOT BE PERMITTED UNLESS TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED UNTIL EITHER (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND APPLICABLE STATE SECURITIES LAWS OR (II) THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE CORPORATIONCOMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH OR APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pentastar Communications Inc), Agreement and Plan of Merger (Pentastar Communications Inc)

Investment Representations. The Purchaser acknowledges is acquiring the Transaction Shares and Warrants as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Transaction Shares or any part thereof. By executing this Agreement, the Purchaser further represents that the sale Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell or transfer to such Person or to any third person, with respect to any of the Transaction Shares by or Warrants. At the time the Purchaser is restricted by SEC was offered the Shares, it was, and at the date hereof it is, and at each exercise date under the Warrants, it will be, an "accredited investor" as defined in Rule 701501(a) under the Securities Act of 1933, as amended (the "Securities Act"). The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Transaction Shares and Warrants, and has so evaluated the merits and risks of such investment. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability is able to bear the economic risk of this investmentan investment in the Transaction Shares and Warrants and, and can at the present time, is able to afford a complete loss of such investment. The Purchaser's overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase price for of the SharesTransaction Shares and Warrants will not cause such commitment to become excessive. The Purchaser acknowledges receipt it (i) has reviewed or had the opportunity to review all of the CorporationCompany's condensed consolidated periodic reports under the Exchange Act, (ii) has had access to information about the Company and the Company's financial informationcondition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) has had the opportunity to obtain such additional information that is necessary to make an informed investment decision with respect to the investment. The Purchaser also is not purchasing the Transaction Shares and Warrants as a result of or subsequent to any advertisement, article, notice or other communication regarding the Transaction Shares and Warrants published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Purchaser understands and acknowledges that (ai) the Transaction Shares and Warrants are being offered and sold to it without registration under the Securities Act in a private placement that is exempt from the certificates representing registration provisions of the Shares will be legended as provided for belowSecurities Act and (ii) the availability of such exemption, depends in part on, and (b) the Sellers will rely upon the accuracy and truthfulness of, the foregoing representations and the Purchaser hereby consents to such reliance. The Purchaser understands that certain of the Corporation has no obligation to register Transaction Shares and the Shares or file any registration statement Warrants are "restricted securities" under applicable U.S. federal or and state securities laws and that, pursuant to these laws. The certificates representing , the Purchaser must hold such Transaction Shares will bear and Warrants indefinitely unless they are registered with the following legends Commission and qualified by applicable state authorities, or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONan exemption from such registration and qualification requirements is available." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rellance Security Group PLC), Stock Purchase Agreement (Sands Steven B)

Investment Representations. The Purchaser (i) He or she acknowledges being informed that the sale common stock in MID-AM being exchanged is not registered under the Securities Act of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his 1933 or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares law and will bear a restrictive legend in substantially the following legends or substantially similar legendsformat: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD (AS DEFINED BY RULE 902(m) ADOPTED UNDER REGULATION S OF THE ACT), NOR HAVE THEY BEEN REGISTERED THESE SECURITIES CANNOT BE OFFERED OR QUALIFIED SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(o) ADOPTED UNDER REGULATION S OF THE ACT), UNLESS THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD, THE PURCHASER OF THE SECURITIES (WHO IS NOT A DISTRIBUTOR, DEALER OR SUBUNDERWRITER) MAY RESELL THE SHARES ONLY IN A TRANSACTION EFFECTIVE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S AND PROVIDED THE PURCHASER DOES NOT SOLICIT PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE IN SELLING EFFORTS IN THE UNITED STATES. AFTER THE ONE YEAR RESTRICTED PERIOD EXPIRES, THE SECURITIES CAN BE SOLD IN THE UNITED STATES ONLY IF REGISTERED OR IF, IN THE OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY, AN EXEMPTION FROM REGISTRATION UNDER IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL FOR THE ACT IS UNNECESSARY HOLDER OF THE SECURITIES REPRESENTED HEREBY TO ENGAGE IN ORDER FOR SUCH TRANSFER TO COMPLY HEDGING TRANSACTIONS EXCEPT IN COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSACT." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Agreement for Share Exchange (Mid-Am Systems Inc/ De), Agreement for Share Exchange (Mid-Am Systems Inc/ De)

Investment Representations. The Purchaser Such Seller is an Accredited Investor. Such Seller has reviewed the AIMCO SEC Reports. Such Seller has had access to such additional financial and other information, and has been afforded the opportunity to ask questions of representatives of AIMCO, and to receive answers to those questions, as it has deemed necessary in connection with its acquisition of shares of AIMCO Stock. Such Seller acknowledges that the sale shares of AIMCO Stock that will be acquired by it pursuant to this Agreement are being acquired in a transaction not involving any public offering within the meaning of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement Securities Act, and such representations are incorporated herein shares of AIMCO Stock have not been, and may never be, registered under the Securities Act. Such Seller agrees not to offer, sell, transfer or otherwise dispose of any shares of AIMCO Stock received by it pursuant to this referenceAgreement in the absence of registration under the Securities Act unless it delivers to AIMCO evidence reasonably satisfactory to AIMCO that the proposed sale, transfer or other disposition may be effected without registration under the Securities Act or an opinion of counsel, in form and substance reasonably satisfactory to AIMCO, to such effect. The Purchaser represents Such Seller agrees not to offer, sell, transfer or otherwise dispose of any shares of AIMCO Stock received by it pursuant to this Agreement in violation of applicable state securities and blue sky laws. Such Seller has such knowledge and experience in financial and business matters that he/she has no need for liquidity in this investment, has it is capable of evaluating the ability merits and risks of an acquisition of shares of AIMCO Stock and is able to bear the economic risk of this investment, and can afford a complete loss of an investment in shares of AIMCO Stock and is not acquiring any shares of AIMCO Stock with a view to the purchase price for distribution thereof or any present intention of offering or selling any thereof in a transaction that would violate the SharesSecurities Act or the securities laws of any state or any other applicable jurisdiction. The Purchaser Such Seller acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares shares of AIMCO Stock received by it pursuant to this Agreement will be legended as provided for belowin the form of physical certificates and that, unless and (b) that until such shares of AIMCO Stock shall have been registered under the Corporation has no obligation to register Securities Act, the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear a legend to the following legends or substantially similar legendseffect: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH SECURITIES WILL BE PERMITTED REGISTRATION, UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TRANSFEROR DELIVERS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT IS UNNECESSARY SECURITIES ACT. THESE SECURITIES MAY NOT BE TRANSFERRED IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH VIOLATION OF ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Stock Purchase Agreement (Apartment Investment & Management Co), Stock Purchase Agreement (Apartment Investment & Management Co)

Investment Representations. The Each Purchaser acknowledges that is purchasing the sale Securities for its own account and not with a view to the resale, distribution or other disposition thereof in violation of the Shares by the registration requirements of U.S. securities laws. Each Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as an “accredited investor” that meets one or more of the date hereof criteria in Rule 501(a) of Regulation D under the representations in his or her Option Agreement Securities Act and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has is authorized to consummate the ability to bear the economic risk of this investment, and can afford a complete loss purchase of the purchase price for the SharesSecurities. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing offer and sale of the Shares will be legended as provided for below, and Securities have not been registered under the Securities Act or the securities Laws of any state or other jurisdiction (b) that the Corporation has no obligation Securities are being offered and sold pursuant to register an exemption from registration under the Shares or file any registration statement Securities Act provided by Section 4(2) of Securities Act, and exemptions under federal or applicable state securities lawsLaws; and (c) that the Securities will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or the Purchaser has furnished to the Company an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Company to the effect that the proposed transfer may be made without registration under the Securities Act and any applicable state securities Laws. The certificates representing foregoing, however, does not limit or modify the Shares representations and warranties of the Company in this Agreement or the right of the Purchaser to rely thereon. Purchaser understands and agrees that the Securities will bear the following legends or a legend substantially similar legendsto the legend set forth below in addition to any other legend that may be required by applicable Law or by the Company’s Organizational Documents, as the same may be amended from time to time, or by any agreement between the Company and Purchasers: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES , AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE SUBJECT REGISTERED UNDER SUCH ACT, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION'S RIGHT COMPANY IS OBTAINED TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONEFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED. The Purchaser acknowledges and agrees that it is not purchasing Securities as a result of “general solicitation” or “general advertising”, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONas such terms are defined in Regulation D under the Securities Act. If the Purchaser is acquiring any Securities as a fiduciary or agent for one or more investor accounts, it represents that it has full power to make the foregoing representations, warranties and agreements on behalf of each such account and that the foregoing representations, warranties and agreements are true and correct and will be binding upon each such account."

Appears in 2 contracts

Samples: Stock Purchase Agreement (BioAmber Inc.), Stock Purchase Agreement (BioAmber Inc.)

Investment Representations. The Purchaser In the event that Empagio receives any Merger Consideration in connection with this Agreement and the transactions contemplated hereby, Empagio represents and warrants that: it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; it is acquiring Parent Common Stock for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or any state securities law; it has no current arrangements or understandings for the resale or distribution to others and will only resell such Parent Common Stock or any part thereof pursuant to a registration or an available exemption under applicable Law; it acknowledges that the offer and sale of Parent Common Stock has not been registered under the Shares by Securities Act or the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as securities laws of the date hereof the representations in his any state or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investmentother jurisdiction, and can afford a complete loss that Parent Common Stock is being offered and sold pursuant to an exemption from registration contained in the Securities Act and state securities laws, that the exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein, that Parent Common Stock is “restricted securities” under applicable U.S. federal and state securities laws and must be held indefinitely and cannot be disposed of unless they are subsequently registered under the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also Securities Act and any applicable state laws or an exemption from such registration is available; it understands and acknowledges (a) agrees that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares Parent Common Stock will bear the following legends or a legend substantially similar legendsto the legend set forth below in addition to any other legend that may be required by applicable Law, or by any agreement between it and Parent: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES LAWS ACT OF ANY STATE. NO TRANSFER OF SUCH 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTLAWS, OR (B) IN THE OPINION OF COUNSEL TO THE CORPORATION, A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OF 1933, AS AMENDED, AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Workstream Inc), Agreement and Plan of Merger (Workstream Inc)

Investment Representations. The Purchaser acknowledges that Holder is acquiring the sale Option and, if the Option is exercised, the Warrants (a) solely for the purpose of investment and not with a view to any distribution of the Option, the Warrants or any Warrant Shares by within the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as meaning of the date hereof Securities Act, and (b) with no present intention of selling or otherwise transferring the representations Option, the Warrants, the Warrant Certificates or the Warrant Shares except as provided herein. Holder (1) has such knowledge and experience in his or her financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Option Agreement and, if exercised, the Warrants, and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, (2) has the ability to bear the economic risk risks of this its prospective investment, and can afford (3) is able (without materially impairing its financial condition) to hold the Option, the Warrants and Warrant Shares for an indefinite period of time and to suffer a complete loss of the purchase price for the on its investment in such Option, Warrants and Warrant Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b4) is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Holder agrees that it will not offer, sell or otherwise transfer any Warrants, Warrant Certificates or Warrant Shares except in compliance with this Agreement and the Securities Act (and the regulations of the Commission thereunder). Holder understands that the Corporation has no obligation Warrants and the Warrant Shares have not been registered under the Securities Act or any state securities laws and that the Company is not obligated to register the Warrant Shares except as provided herein. Holder will not offer the Warrants or file any the Warrant Shares for sale or sell, transfer, pledge, or otherwise dispose of the Warrant Shares unless pursuant to an effective registration statement filed under federal the Securities Act and applicable state securities laws, or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The certificates representing Holder understands that the Warrants and the Warrant Shares will bear be imprinted with the following legends legend: The securities evidenced by this certificate have not been registered under the Securities Act of 1933 or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATEany state securities laws. No offer for sale, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATIONsale, INCLUDING RESTRICTIONS ON SALEtransfer, ASSIGNMENTpledge, TRANSFERor other disposition of the shares evidenced by this certificate may be made unless pursuant to an effective registration statement filed under the Securities Act of 1933 and applicable state securities laws, PLEDGE OR OTHER DISPOSITIONor pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Option and Warrant Agreement (MCG Finance Corp), Option and Warrant Agreement (NBG Radio Network Inc)

Investment Representations. The Purchaser acknowledges that CFFTI is acquiring the Warrants and the Shares for its own account, for investment, and not with a view to, or for sale in connection with, the distribution thereof or of any interest therein. CFFTI is an accredited investor as such term is defined in Rule 501(a) of the Shares by Regulation D promulgated under the Purchaser Securities Act. Without limiting the foregoing, CFFTI has adequate net worth and means of providing for its current needs and contingencies and is restricted by SEC Rule 701. The Purchaser hereby affirms as made as able to sustain a complete loss of the date hereof investment in the representations in his or her Option Company as contemplated by this Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she in the Warrants, has no need for liquidity in this investmentsuch investment and its illiquid investments are not excessive given its liabilities, has current needs, net worth and business. CFFTI was not formed for the ability to bear purpose of acquiring the economic risk of this investment, and can afford a complete loss of the purchase price for Warrants or the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated CFFTI has sufficient knowledge and experience in financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will business matters to be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP PORTIONS OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE EXHIBIT WERE OMITTED AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS HAVE BEEN FILED SEPARATELY WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONCOMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY capable of evaluating the merits and risks of an investment in the Company as contemplated by this Agreement and the investment represented by the Warrants and the Shares, and CFFTI has evaluated the merits and risks of the investment in the Company as contemplated by this Agreement and investment represented by Warrants and the Shares. CFFTI understands that the offer and sale of the Warrants and the Shares has not been and will not be registered under the Securities Act, that the Warrants and the Shares have not been and will not be registered under applicable state securities Laws and that the Warrants and the Shares may not be sold or otherwise disposed of unless registered under the Securities Act and applicable state securities Laws or disposed of pursuant to an exemption thereto."

Appears in 2 contracts

Samples: Strategic Alliance Agreement (Altus Pharmaceuticals Inc.), Strategic Alliance Agreement (Altus Pharmaceuticals Inc.)

Investment Representations. The Purchaser acknowledges Each of the Shareholders is an "accredited investor" within the meaning of the Securities Act. Each of the Shareholders is aware that the sale QuadraMed Shares issued pursuant to this Agreement have not been registered under the Securities Act or any applicable state securities laws, and agrees that such QuadraMed Shares will not be offered or sold in the absence of registration under the Securities Act and any applicable state securities laws or an exemption from the registration requirements of the Shares Securities Act and any applicable state securities laws, which shall be accompanied by the Purchaser an opinion of counsel to such selling Shareholder satisfactory to QuadraMed and its counsel that registration of such shares is restricted by SEC Rule 701not required. The Purchaser hereby affirms as made as Each of the date hereof Shareholders agrees not to transfer the representations QuadraMed Shares in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss violation of the purchase price for the Shares. The Purchaser acknowledges receipt provisions of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under applicable federal or state securities laws. In this connection, each of the Shareholders represents that he, she or it is familiar with Rule 144 and Rule 145 promulgated by the SEC pursuant to the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Each of the Shareholders understands that the offering and sale of the QuadraMed Shares is intended to be exempt from registration under the Securities Act, by virtue of the private placement exemption provided by Rule 505 and/or 506 of Regulation D promulgated under the Securities Act and/or Section 4(2) of the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement, and QuadraMed may rely on such representations, warranties and agreements in connection therewith. Each of the Shareholders is acquiring the QuadraMed Shares for his, her or its own account and for investment, and not with a view to the distribution thereof or with any present intention of distributing or selling any of the QuadraMed Shares except in compliance with the Securities Act. Each of the Shareholders represents that by reason of his, her or its business and financial experience, and the business and financial experience of those persons, if any, retained by such Shareholder to advise him, her or it with respect to his, her or its investment in the QuadraMed Shares, such Shareholder together with such advisors have knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risk of the prospective investment. The certificates representing financial condition and investments of each of the Shareholders are such that he, she or it is in a financial position to hold the QuadraMed Shares will for an indefinite period of time and to bear the following legends economic risk of, and withstand a complete loss of, his, her or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATEits investment in the QuadraMed Shares. Each of the Shareholders has carefully examined this Agreement and all exhibits and schedules thereto and the QuadraMed SEC Filings. Each of the Shareholders acknowledges that QuadraMed has made available to him, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATIONher or it all documents and information that he, INCLUDING RESTRICTIONS ON SALEshe or it has requested relating to QuadraMed and has provided answers to all of his, ASSIGNMENTher or its questions concerning QuadraMed and/or the QuadraMed Shares. In evaluating the suitability of the acquisition of the QuadraMed Shares hereunder, TRANSFER, PLEDGE OR OTHER DISPOSITIONeach of the Shareholders has not relied upon any representations or other information (whether oral or written) other than as set forth in the QuadraMed SEC Filings or as contained herein." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 2 contracts

Samples: Acquisition Agreement and Plan of Merger (Quadramed Corp), Employment Agreement (Quadramed Corp)

Investment Representations. The Purchaser acknowledges Holder acknowledge that the sale of Warrants and the Warrant Shares by have not been and, except as otherwise provided herein, will not be registered under the Purchaser Act or qualified under applicable state securities laws and that the transferability thereof is restricted by SEC Rule 701the registration provisions of the Act as well as such state laws. The Purchaser hereby affirms as made as Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the date hereof Act, the representations in his or her Option Agreement Exchange Act, the Rules and such representations are incorporated herein Regulations promulgated by this referencethe Commission thereunder, and any applicable state securities laws. The Purchaser represents Holder further understands and agrees that he/she has no need for liquidity (i) neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in this investmentthe opinion of counsel reasonably satisfactory to the Company, has the ability to bear the economic risk of this investment, an exemption from such registration and can afford a complete loss qualification is available; (ii) any routine sales of the purchase price Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the Commission for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, Company; and (biii) that except as otherwise set forth herein, the Corporation has Company is under no obligation to register the Warrants or the Warrant Shares on its behalf or file to assist it in complying with any exemption from registration statement under federal the Act. The Holder agrees that each certificate representing any Warrant Shares for which the Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not been registered under the Securities Act of 1933 or qualified under any state securities laws. The certificates representing They may not be sold, hypothecated or otherwise transferred in the Shares will bear absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATECompany that such registration and qualification are not required. Appendix B-8 Common Stock Purchase Warrant Issued by Mateon Therapeutics, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."Inc.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Mateon Therapeutics Inc), Common Stock Purchase Warrant (Mateon Therapeutics Inc)

Investment Representations. In connection with the purchase of the Shares, the Employee represents to the Company the following: The Purchaser acknowledges Employee is purchasing these securities for investment for the Employee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Employee understands that the sale securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Shares by Employee's investment intent as expressed herein. In this connection, the Purchaser is restricted by SEC Rule 701Employee understands that, in view of the Securities and Exchange Commission ("Commission"), the statutory basis for such exemption may not be present if the Employee's representations meant that the Employee's present intention was to hold these securities for a minimum capital gains period under the tax statutes, for a deferred sales, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. The Purchaser hereby affirms as made as of Employee further acknowledges and understands that the date hereof securities must be held indefinitely unless they are subsequently registered under the representations in his Securities Act or her Option Agreement and an exemption from such representations are incorporated herein by this referenceregistration is available. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, Employee further acknowledges and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has Company is under no obligation to register the Shares or file any registration statement under federal or state securities lawssecurities. The certificates representing Employee understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company. THE EMPLOYEE FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT THE ISSUANCE OF THE SHARES HEREUNDER SATISFIES IN FULL ALL OF THE COMPANY'S OBLIGATIONS TO ISSUE SHARES TO THE EMPLOYEE TO DATE. STOCK CERTIFICATE LEGENDS. The share certificate evidencing the Shares will bear issued hereunder shall be endorsed with the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, . THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND ANY INTEREST THEREIN ARE SUBJECT NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE COMPANY THAT SUCH REGISTRATION IS NOT BEEN REGISTERED OR QUALIFIED REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER AND A RIGHT OF FIRST REFUSAL ("RIGHT OF FIRST REFUSAL") BY THE CORPORATION'S RIGHT COMPANY PURSUANT TO REPURCHASE THEM UNDER THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH SHARES, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE CORPORATIONTERMS OF SUCH RIGHT OF FIRST REFUSAL. Any legend required by any applicable state securities laws. MARKET STAND-OFF AGREEMENT. The Employee hereby agrees, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONif so requested by the managing underwriters in such offering, that, without the prior written consent of such managing underwriters, the Employee will not offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of or make a distribution of any capital stock of the Company held by or on behalf of the Employee or beneficially owned by the Employee in accordance with the rules and regulations of the Securities and Exchange Commission for a period of up to 180 days after the date of the final prospectus relating to the Company's initial public offering."

Appears in 2 contracts

Samples: Restricted Stock Agreement (Peregrine Systems Inc), Restricted Stock Agreement (Peregrine Systems Inc)

Investment Representations. The Company Stockholder: (a) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act; (b) is acquiring the Merger Consideration Shares and Earnout Payments, if any, for itself for investment purposes only, and not with a view towards any resale or distribution of such Merger Consideration Shares and Earnout Payments, if any; (c) has been advised and understands that the Merger Consideration Shares and Earnout Payments, if any (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Merger Consideration Shares and Earnout Payments, if any, are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is aware that an investment in Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, the Purchaser is under no obligation hereunder to register the Merger Consideration Shares and Earnout Payments, if any, under the Securities Act. The Company Stockholder does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Merger Consideration Shares and Earnout Payments, if any. By reason of The Company Stockholder’s business or financial experience, or by reason of the business or financial experience of the Company Stockholder’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), the Company Stockholder is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. The Company Stockholder has carefully read and understands all materials provided by or on behalf of the Purchaser, or its Representatives to the Company Stockholder or the Company Stockholder’s Representatives pertaining to an investment in the Purchaser and has consulted, as the Company Stockholder has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Company Stockholder. The Company Stockholder acknowledges that the sale Merger Consideration Shares and the Earnout Payments, if any, are subject to dilution for events not under the control of the Shares Company Stockholder. The Company Stockholder has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Company Stockholder and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by the Purchaser, Purchaser is restricted by SEC Rule 701or their respective Representatives. The Purchaser hereby affirms Company Stockholder acknowledges and agrees that, except as made as set forth in Article III (including the related portions of the date hereof Purchaser Disclosure Schedules), no representations or warranties have been made by the representations Purchaser, Merger Sub, or any of their respective Representatives, and that the Company Stockholder has not been guaranteed or represented to by any Person, (i) any specific amount or the event of the distribution of any cash, property or other interest in his or her Option the Purchaser (other than, for the avoidance of doubt, the Merger Consideration and Earnout Payments if any, the Company Stockholder is entitled to pursuant to this Agreement and such representations are incorporated herein by this referenceAnnex I hereto) or (ii) the profitability or value of the Merger Consideration Shares and Earnout Payments, if any, in any manner whatsoever. The Purchaser represents that he/she Company Stockholder: (A) has no need for liquidity in this investment, been represented by independent counsel (or has had the ability opportunity to bear consult with independent counsel and has declined to do so); (B) has had the economic risk full right and opportunity to consult with the Company Stockholder’s attorneys and other advisors and has availed itself of this investment, right and can afford a complete loss opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the purchase price for contents hereof and the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands meaning, intent and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, legal effect thereof; and (bE) that the Corporation is competent to execute this Agreement and has no obligation to register the Shares executed this Agreement free from coercion, duress or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONundue influence." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)

Investment Representations. The Purchaser acknowledges You represent and agree that you are the acquiring the Securities for investment only and not with a view to, or for sale in connection with, any distributions thereof nor with any present intentions to sell the Securities, except in compliance with the Securities Act of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms 1933, as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investmentamended, and can afford a complete loss of the purchase price for rules and regulations promulgated thereunder, (cumulatively the Shares1933 Act). The Purchaser acknowledges receipt of Neither the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that Company nor the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation Parent has no obligation any obligations to register the Shares Securities under the 1933 Act and the certificates for the stock and the options will bear a restrictive legend indicating that the Securities have not been registered under the 1933 Act and may not be sold, transferred, pledged, hypothecated or file any otherwise disposed of (collectively Transfer) in the absence of an effective registration statement for such Securities under federal the 1933 Act or state securities lawspursuant to an exemption from registration under the 1933 Act. The certificates representing You further represent and agree that you will not Transfer the Shares Securities in any transaction which, in the reasonable opinion of the Company's counsel, would be in violation of the 1933 Act. In the event the Parent decides to file a registration statement which subsequently becomes effective under the 1933 Act, you will bear be granted "piggyback rights" with regard to your shares of stock and the following legends stock underlying any unexercised stock options provided that neither the underwriter of the stock offering nor the Parent's legal counsel expresses an opinion that the inclusion of such stock in the offering would be in violation of the 1933 Act or substantially similar legendsbe detrimental to the success of the offering or detrimental to the Company or the Parent. We agree that commencing upon the date hereof, the Company, Parent and you will negotiate in good faith in order to enter into further agreements embodying the terms of this letter agreement and containing such additional representations, warranties, covenants and agreements, including, without limitation, representations and warranties concerning the Company and Parent, registration and other equity rights and price protection "anti-dilution" provisions as are customary in transactions of this type. Notwithstanding the foregoing, this letter agreement shall be binding upon the Company, Parent and you even if such definitive agreements are never executed. I look forward to a long and prosperous business relationship and am truly delighted that someone of your stature is joining our organization. Cordially, DWS DEFENSE SYSTEMS, INC. By: "OWNERSHIP OF THIS CERTIFICATE--------------------------------------------------- Xxxxxx XxXxxx DATA WORLD SOLUTIONS, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATIONINC. By: --------------------------------------------------- Xxxxxx XxXxxx I hereby agree to serve on the Advisory Board of DWS Defense Systems, INCLUDING RESTRICTIONS ON SALEInc. effective as of today in consideration of the terms and conditions described in this letter. Dated: October 29, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."2003

Appears in 1 contract

Samples: Dataworld Solutions Inc

Investment Representations. The Purchaser (i) He or she acknowledges being informed that the sale common stock in Leopard being exchanged is not registered under the Securities Act of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his 1933 or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares law and will bear the following legends or substantially similar legendslegend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR HAVE THEY BEEN REGISTERED PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD (AS DEFINED BY RULE 902(m) ADOPTED UNDER REGULATION S OF THE ACT), THESE SECURITIES CANNOT BE OFFERED OR QUALIFIED SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(o) ADOPTED UNDER REGULATION S OF THE ACT), UNLESS THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD, THE PURCHASER OF THE SECURITIES (WHO IS NOT A DISTRIBUTOR, DEALER OR SUBUNDERWRITER) MAY RESELL THE SHARES ONLY IN A TRANSACTION EFFECTIVE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S AND PROVIDED THE PURCHASER DOES NOT SOLICIT PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE IN SELLING EFFORTS IN THE UNITED STATES. AFTER THE ONE YEAR RESTRICTED PERIOD EXPIRES, THE SECURITIES CAN BE SOLD IN THE UNITED STATES ONLY IF REGISTERED OR IF, IN THE OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY, AN EXEMPTION FROM REGISTRATION UNDER IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL FOR THE ACT IS UNNECESSARY HOLDER OF THE SECURITIES REPRESENTED HEREBY TO ENGAGE IN ORDER FOR SUCH TRANSFER TO COMPLY HEDGING TRANSACTIONS EXCEPT IN COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSACT." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement for Share Exchange (China Data Holdings LTD)

Investment Representations. The Purchaser Assignor is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Assignor is acquiring the Shares for its own account and has and will have on the Closing Date no current arrangements or understandings for the resale or distribution of the Shares to others in violation of applicable Law and will only resell the Shares or any portion thereof pursuant to an effective registration statement or an available exemption under applicable Law. Assignor does not presently have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares or interest in any of the foregoing securities. Assignor acknowledges that the offer and sale of the Shares by have not been registered under the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as Securities Act or the securities Laws of any state or other jurisdiction, and that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the date hereof investment intent and the accuracy of Assignor's representations in his as expressed herein or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investmentotherwise made pursuant hereto, and can afford a complete loss the Shares cannot be disposed of unless they are subsequently registered under the purchase price for the SharesSecurities Act and applicable state laws or an exemption from such registration is available. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also Assignor understands and acknowledges (a) agrees that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or a legend substantially similar legendsto the legend set forth below in addition to any other legend that may be required by applicable Law, the certificate of incorporation or by-laws of SI, as the same may be amended from time to time, the Escrow Agreement or by any other agreement between Assignee and Assignor: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND MAY NOT BE PERMITTED UNLESS A TRANSFERRED, SOLD, PLEDGED OR HYPOTHECATED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT OF 1933, AS TO SUCH TRANSFERAMENDED, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTAND APPLICABLE STATE SECURITIES LAWS, OR IN (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL QUALIFIED IN SUCH MATTER OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION, COMPANY AND ITS COUNSEL THAT THE PROPOSED TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Asset Purchase Agreement (Scientific Industries Inc)

Investment Representations. The Purchaser (i) Such Shareholder is acquiring the shares of PentaStar Common Stock to be issued to such Shareholder pursuant to the Transaction (the "PentaStar Shares") for such Shareholder's own account and not on behalf of any other Person; such Shareholder is aware and acknowledges that the sale PentaStar Shares have not been registered under the Securities Act, or applicable state securities laws, and may not be offered, sold, assigned, exchanged, transferred, pledged or otherwise disposed of unless so registered under the Securities Act and applicable state securities laws or an exemption from the registration requirements thereof is available; (ii) such Shareholder (or, if such Shareholder is not an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, such Shareholder through such Shareholder's purchaser representative ("Purchaser Representative") as duly designated pursuant to documentation delivered and reasonably satisfactory to PentaStar on or before the execution of this Agreement (the "Purchaser Representative Documents")) has been furnished all information that such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") deems necessary to enable such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") to evaluate the merits and risks of an investment in PentaStar, including, without limitation, the information described on Exhibit 3.2(a)(ii); such Shareholder (and such Shareholder's Purchaser Representative if such Shareholder is not an "accredited investor") has had a reasonable opportunity to ask questions of and receive answers from PentaStar concerning PentaStar, the PentaStar Shares and any and all matters relating to the transactions described herein or in the information described on Exhibit 3.2(a)(ii), and all such questions, if any, have been answered to the full satisfaction of such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor"); (iii) no Person other than such Shareholder has (A) any rights in and to the PentaStar Shares, which rights were obtained through or from such Shareholder; or (B) any rights to acquire the PentaStar Shares, which rights were obtained through or from such Shareholder; (iv) such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") has such knowledge and expertise in financial and business matters (including knowledge and expertise in the business and proposed business of PentaStar) that such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") is capable of evaluating the merits and risks involved in an investment in the PentaStar Shares; and such Shareholder is financially able to bear the economic risk of the Shares by investment in the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as PentaStar Shares, including a total loss of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser investment; (v) such Shareholder represents that he/she it has adequate means of providing for its current needs and has no need for liquidity in this investment, its investment in the PentaStar Shares; such Shareholder has no reason to anticipate any material change in its financial condition for the ability to bear foreseeable future; (vi) such Shareholder is aware that the economic acquisition of the PentaStar Shares is an investment involving a risk of loss and that there is no guarantee that such Shareholder will realize any gain from this investment, and can afford a complete loss that such Shareholder could lose the total amount of its investment; (vii) such Shareholder understands that no United States federal or state agency has made any finding of determination regarding the fairness of the purchase price for the Shares. The Purchaser acknowledges receipt offering of the CorporationPentaStar Shares for investment, or any recommendation or endorsement of the offering of the PentaStar Shares; (viii) such Shareholder is acquiring the PentaStar Shares for investment, with no present intention of dividing or allowing others to participate in such investment or of reselling, or otherwise participating, directly or indirectly, in a distribution of PentaStar Shares, and shall not make any sale, transfer or pledge thereof without registration under the Securities Act and any applicable securities laws of any state, unless an exemption from registration is available, as established to the reasonable satisfaction of PentaStar, by opinion of counsel or otherwise; (ix) except as set forth herein, no representations or warranties have been made to such Shareholder (or such Shareholder's condensed consolidated financial Purchaser Representative, if such Shareholder is not an "accredited investor") by PentaStar or any agent, employee or affiliate of PentaStar, and in entering into this transaction such Shareholder is not relying upon any information, other than from the results of independent investigation by such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor"); and (x) such Shareholder understands that the PentaStar Shares are being offered to such Shareholder in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that PentaStar is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth herein (and in the Purchaser Representative Documents, if applicable) in order to determine the applicability of such exemptions and the suitability of such Shareholder to acquire the PentaStar Shares; and (xi) the Shareholder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Purchaser also understands and acknowledges (aExhibit 3.2(a)(xi) that sets forth each Shareholder's state of residency. All the certificates representing the PentaStar Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will shall bear the following legends or substantially similar legendslegend, in addition to the legend required by Section 5.10: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND CAN NOT BE PERMITTED UNLESS TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED UNTIL EITHER (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND APPLICABLE STATE SECURITIES LAWS OR (II) THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE CORPORATIONCOMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH OR APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Pentastar Communications Inc

Investment Representations. The Purchaser In connection with the acquisition of the Common Stock, the Series A Preferred Stock and the Junior Note, Triad represents and warrants that the Common Stock, the Series A Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view to distribution or other transfer and will be held for its own individual account. Further, it is understood that such Common Stock, the Series A Preferred Stock and the Junior Note have not been registered under the Federal Securities Act of 1933, as amended (the "1933 Act"), or under the State Securities Laws, in reliance upon exemption from registration contained in those acts. Triad acknowledges that ILD's reliance upon such exemptions is based in part on the sale representations, warranties, and agreements of Triad contained in this Agreement. Triad acknowledges and agrees that it may not sell, transfer, assign or otherwise dispose of the Shares by Common Stock, the Purchaser Series A Preferred Stock or the Junior Note unless there is restricted by SEC Rule 701. The Purchaser hereby affirms as made as in effect a registration statement under the 1933 Act and all applicable state securities laws covering such transfer or unless such transfer is exempt from the registration requirements of the 1933 Act and all applicable State Securities Laws. Triad further represents and warrants to ILD that ILD has made available to Triad, prior to the date hereof hereof, the representations opportunity to ask questions of and to receive answers from representatives of ILD and Intellicall and to obtain any additional information to the extent ILD or Intellicall possesses such information or could acquire it without unreasonable effort or expense: (i) relative to ILD and an investment in his the Common Stock, the Series A Preferred Stock and the Junior Note; and (ii) necessary to verify the accuracy of any information, documents, books or her Option Agreement records furnished. All such materials and information requested by Triad, including any information requested to verify any information furnished, has been made available and examined. Triad further represents and warrants to ILD that Triad, together with such representations are incorporated herein by this reference. The Purchaser represents that he/she other persons, if any, with whom Triad has no found it necessary to consult, has sufficient knowledge and experience in business and financial matters to evaluate ILD, and the risk of an investment in the Series A Preferred Stock and the Junior Note, without need for liquidity the additional information which would be required to be included in this investmenta registration statement effective under the 1933 Act or any other applicable State Securities Laws. Triad further represents and warrants to ILD that Triad's investment in the Common Stock, has the ability Series A Preferred Stock and the Junior Note shall be in accord with the nature and size of Triad's investments and net worth, and Triad is and shall be financially able to bear the economic risk of this its investment, including the ability to afford holding the Series A Preferred Stock and can the Junior Note for an indefinite period or to afford a complete loss of Triad's investment therein. Triad has sufficient liquid assets to pay the fully purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial informationSeries A Preferred Stock and the Junior Note. The Purchaser also understands It is further agreed and acknowledges (a) understood by Triad that the certificates representing the Shares stop-transfer instructions will be legended noted on the appropriate records of ILD and that a restrictive legend shall be affixed to each Common Stock, the Series A Preferred Stock and the Junior Note purchased in accordance with this Agreement, reading as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legendsfollows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED MAY NOT BE SOLD OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFERRED UNLESS SUCH TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER OR SALE IS MADE IN ACCORDANCE COMPLIANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT ALL FEDERAL AND WITH APPLICABLE STATE SECURITIES LAWS." ". THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN TERMS OF A SHAREHOLDERS' AGREEMENT WITH DATED AS OF MAY ___, 1996 BY AND AMONG THE CORPORATIONCORPORATION AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AND IS AVAILABLE FOR REVIEW INSPECTION AT THE PRINCIPAL OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Organization Agreement (Ild Telecommunications Inc)

Investment Representations. The Purchaser acknowledges Lender represents and warrants to BioTime that: (a) Lender has received and read the Company’s financial statements for the year ended on December 31, 2000, as will be included in its Form 10-K for such fiscal year, its annual report on Form 10-K for the fiscal year ended December 31, 1999, and quarterly report on Form 10-Q for the fiscal quarter and nine months ended September 30, 2000, and Form 8-K (the “Disclosure Documents”). Lender is relying on the information provided in the Disclosure Documents or otherwise communicated to Lender in writing by the Company. Lender has not relied on any statement or representations inconsistent with those contained in the Disclosure Documents. Lender has had a reasonable opportunity to ask questions of and receive answers from the executive officers and directors of the Company, or one or more of its officers, concerning the Company and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the information in the Disclosure Documents. All such questions have been answered to Lender’s satisfaction; (b) Lender understands that the sale Warrant and the Warrant Shares are being offered and sold without registration under the Act or qualification under the California Corporate Securities Law of 1968, or under the laws of other states, in reliance upon the exemptions from such registration and qualification requirements for non-public offerings. Lender acknowledges and understands that the availability of the Shares aforesaid exemptions depends in part upon the accuracy of certain of the representations, declarations and warranties contained herein, which Lender hereby makes with the intent that they may be relied upon by the Purchaser is restricted by SEC Rule 701Company and its officers and directors in determining Lender’s suitability to acquire the Warrant. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also Lender understands and acknowledges that no federal, state or other agency has reviewed or endorsed the offering of the Warrant or the Warrant Shares or made any finding or determination as to the fairness of the offering or completeness of the information in the Disclosure Documents; (ac) Lender understands that the certificates representing Warrant and the Warrant Shares will may not be legended as provided for belowoffered, sold, or transferred in any manner, and the Warrant may not be exercised, unless subsequently registered under the Act, or unless there is an exemption from such registration available for such offer, sale or transfer; (bd) that Lender has such knowledge and experience in financial and business matters to enable Lender to utilize the Corporation has no obligation information contained in the Disclosure Documents, or otherwise made available to register Lender to evaluate the merits and risks of an investment in the Warrant and the Warrant Shares and to make an informed investment decision with respect thereto. 13 (e) Lender is acquiring the Warrant solely for Lender’s own account and for long-term investment purposes, and not with a view to, or file for sale in connection with, any registration statement distribution of the Warrant or Warrant Shares; and (f) Lender is an “accredited investor,” as such term is defined in Regulation D promulgated under federal or state securities lawsthe Act. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONSECTION 18." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Warrant Agreement (Biotime Inc)

Investment Representations. The Purchaser acknowledges that Buyer is purchasing the sale Shares for his own account without a view to any distribution thereof in violation of the Shares by Securities Act of 1933 (the Purchaser is restricted by SEC Rule 701"Securities Act"). The Purchaser hereby affirms Buyer represents that he (i) is an "accredited investor," as made as that term is defined in Rule 501 under the Securities Act; (ii) has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Shares or any part thereof; (iii) has sufficient knowledge and experience in business matters to evaluate the merits and risks of the date hereof the representations in investment; (iv) has adequate means of providing for his or her Option Agreement current needs and such representations are incorporated herein by this reference. The Purchaser represents that he/she possible contingencies; and (v) has no need for liquidity in this investment, has the ability of his investment and would be able to bear the economic risk of this investment, and can afford a complete loss of his investment hereunder. The Buyer acknowledges that the purchase price for issuance of the Shares has not been registered by Franklin under the Securities Act and agrees that the Shares may only be transferred if such transfer is registered under the Securities Act or is effected pursuant to an exemption from such registration requirements. The Buyer agrees that the following legend may be placed on any certificate evidencing the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO SALE, OFFER TO SELL OR TRANSFER OF SUCH SECURITIES WILL THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE PERMITTED MADE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS OF 1933 WITH RESPECT TO SUCH TRANSFERSHARES IS THEN IN EFFECT, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTOR, OR IN THE OPINION OF COUNSEL TO FOR THE CORPORATION, AN EXEMPTION FROM THE REGISTRATION UNDER THE REQUIREMENT OF SUCH ACT IS UNNECESSARY THEN IN ORDER FOR FACT APPLICABLE TO SUCH TRANSFER TO COMPLY WITH SHARES OR A NO ACTION LETTER, OR ITS EQUIVALENT, SHALL HAVE BEEN ISSUED BY THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE STAFF OF THE SECRETARY OF THE CORPORATIONSECURITIES AND EXCHANGE COMMISSION."

Appears in 1 contract

Samples: Stock Purchase Agreement (Franklin Electronic Publishers Inc)

Investment Representations. (a) The Purchaser is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. (b) The Purchaser has been advised by the Company that the Purchased Shares have not been registered under the Securities Act, that the Purchased Shares will be issued on the basis of the statutory exemption provided by Section 4(a)(2) under the Securities Act (including if applicable pursuant to the safe harbor under Regulation D promulgated under the Securities Act), relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities Laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by the Purchaser in this Agreement. The Purchaser acknowledges that it has been informed by the sale Company of, or is otherwise familiar with, the nature of the Shares limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. (c) The Purchaser is restricted by SEC Rule 701purchasing the Purchased Shares for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of federal or state securities Laws. (d) By reason of its business or financial experience, the Purchaser has the capacity to protect its own interest in connection with the transactions contemplated hereunder. (e) The Company has provided to the Purchaser documents and information that the Purchaser has requested relating to an investment in the Company. The Purchaser hereby affirms as made as recognizes that investing in the Company involves substantial risks, and has taken full cognizance of and understands all of the date hereof risk factors related to the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss acquisition of the purchase price for the Purchased Shares. The Purchaser acknowledges receipt has carefully considered and has discussed with the Purchaser’s professional legal, tax and financial advisers the suitability of an investment in the Company, and the Purchaser has determined that the acquisition of the Corporation's condensed consolidated financial informationPurchased Shares is a suitable investment for the Purchaser. The Purchaser also understands has not relied on the Company for any tax or legal advice in connection with the purchase of the Purchased Shares. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representations or other information (other than the representations and acknowledges (a) that warranties of the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONCompany set forth in Article II)." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Stock Purchase Agreement (Finance of America Companies Inc.)

Investment Representations. The Purchaser (i) He or she acknowledges being informed that the sale common stock in DERBY being exchanged is not registered under the Securities Act of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his 1933 or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares law and will bear a restrictive legend in substantially the following legends or substantially similar legendsformat: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD (AS DEFINED BY RULE 902(m) ADOPTED UNDER REGULATION S OF THE ACT), NOR HAVE THEY BEEN REGISTERED THESE SECURITIES CANNOT BE OFFERED OR QUALIFIED SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(o) ADOPTED UNDER REGULATION S OF THE ACT), UNLESS THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD, THE PURCHASER OF THE SECURITIES (WHO IS NOT A DISTRIBUTOR, DEALER OR SUBUNDERWRITER) MAY RESELL THE SHARES ONLY IN A TRANSACTION EFFECTIVE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S AND PROVIDED THE PURCHASER DOES NOT SOLICIT PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE IN SELLING EFFORTS IN THE UNITED STATES. AFTER THE ONE YEAR RESTRICTED PERIOD EXPIRES, THE SECURITIES CAN BE SOLD IN THE UNITED STATES ONLY IF REGISTERED OR IF, IN THE OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY, AN EXEMPTION FROM REGISTRATION UNDER IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL FOR THE ACT IS UNNECESSARY HOLDER OF THE SECURITIES REPRESENTED HEREBY TO ENGAGE IN ORDER FOR SUCH TRANSFER TO COMPLY HEDGING TRANSACTIONS EXCEPT IN COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSACT." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement for Share Exchange (Derby Resources, Inc.)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC applicable securities laws and regulations (for example, Securities and Exchange Commission Rule 701). The Purchaser hereby affirms as made as of the date hereof the representations in his or her Section 9 of the “Terms and Conditions of Option” (which are attached to and a part of the Option Agreement Agreement, the “Terms”) and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation Company has no obligation to register the Shares or file any registration statement under federal or state the applicable securities laws. The certificates , and (b) that the Company may cause the legend set forth below or legends substantially equivalent thereto to be placed upon any certificate(s) representing ownership of the Shares will bear the following legends or substantially similar legendsShares: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF ANY STATE. NO TRANSFER OF SUCH THESE SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, REGISTRATION UNDER ISSUER TO THE ACT EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH THE ACT AND WITH ANY APPLICABLE STATE SECURITIES LAWS." ". THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE OPTION AGREEMENT WITH BETWEEN THE CORPORATIONISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH IS AVAILABLE FOR REVIEW MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE SECRETARY ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF THE CORPORATIONFIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES."

Appears in 1 contract

Samples: Option Agreement (Lixiang Education Holding Co . LTD)

Investment Representations. The Purchaser acknowledges Marald Shares to be received by AIII --------------------------- will be acquired for investment, for AIII's own account, not as a nominee or agent, and not with a view to sale or distribution of any of them, and AIII has no present intention of selling, granting participation in, or otherwise distributing the Marald Shares. AIII understands that the Marald Shares have not been registered under the Securities Act or any state securities laws, that the sale of the Marald Shares by pursuant to this Agreement is exempt from registration under the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as Securities Act pursuant to section 4(2) of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investmentSecurities Act, and can afford a complete loss that the Transferors are relying upon AIII's representations with respect to the availability of the purchase price for the Sharesexemption from registration. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also AIII further understands and acknowledges (a) that the certificates representing following paragraph may be stamped or typed on any certificate evidencing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legendsMarald Shares: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 OR ANY STATE SECURITIES STATUTES. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF WITHOUT THE PRIOR WRITTEN CONSENT OF THE CORPORATION UNLESS THE SALE OR OTHER DISPOSITION ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A 1) IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND ALL RELEVANT STATE SECURITIES ACTS GOVERNING SUCH SALE OR OTHER DISPOSITION; OR (2) IS IN EFFECT AS ONE WITH RESPECT TO SUCH TRANSFER, WHICH THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF CORPORATION SHALL HAVE BEEN ADVISED BY ITS COUNSEL TO THE CORPORATION, THAT REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE 1933 ACT AND WITH APPLICABLE RELEVANT STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH ACTS IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONNOT REQUIRED."

Appears in 1 contract

Samples: Acquisition Agreement (American International Industries Inc)

Investment Representations. The Purchaser acknowledges Seller and Seller Stockholder each -------------------------- represent that any RSC Common Stock issued pursuant to this Agreement will be acquired by Seller for its own account, for investment and with no intention of distributing or reselling such RSC Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States or any state thereof; provided that Seller may distribute any or all of such RSC Common Stock to the Seller Stockholder upon liquidation of Seller. Seller and the Selling Stockholder each represent that it or he is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended, and that, by reason of its or his business and financial experience, it or he is capable of evaluating the merits and risks of the acquisition of RSC Common Stock. Seller and the Seller Stockholder have reviewed the SEC Documents referred to in Section 5.10 of this Agreement. Seller and the Seller Stockholder hereby acknowledge that (i) shares of RSC Common Stock issued pursuant to this Agreement may not be sold or otherwise transferred unless they are registered under the Securities Act of 1933, as amended, or an exemption from such registration is available; (ii) any sales of such securities made in reliance upon Rule 144 promulgated under the Securities Act of 1933, as amended, can be made only in accordance with the terms and conditions of Rule 144, and, further, that if Rule 144 is not applicable, any resale of such securities under circumstances in which Seller or the person through whom the sale is made may be deemed to be an underwriter, as the term is defined in the Securities Act of 1933, as amended, may require compliance with some other exemption under the Securities Act of 1933, as amended, or the rules and regulations of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, other governmental authority substituted therefor; and (biii) that the Corporation has Buyer or RSC is under no obligation to register any of the securities under the Securities Act of 1933, as amended, or to comply with the terms and conditions of any exemption thereunder, except as provided for in this Agreement. The instruments evidencing the RSC Common Shares may bear a restrictive legend in substantially the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). These securities have been acquired for investment and not with a view to distribution or file any resale, and may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement for such shares under federal the Act or state securities laws. The certificates representing an opinion of counsel satisfactory in form and content to the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONissuer that such registration is not required under such Act." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933If such a legal opinion indicates that the legend may be removed, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATEBuyer or RSC will substitute unlegended instruments for the instruments described in the opinion. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."It is understood that the reference to counsel in the legend above may include Seller's or Seller Stockholder's counsel as may be reasonably satisfactory to RSC. ARTICLE V

Appears in 1 contract

Samples: Asset Purchase Agreement (Rental Service Corp)

Investment Representations. The Purchaser Seller is acquiring the Closing Shares issued to it solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Seller acknowledges that the sale Closing Shares issued to it are not registered under the Securities Act or any state securities laws, and that the Closing Shares may not be transferred or sold except pursuant to the registration provisions of the Shares by the Purchaser Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Seller is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability able to bear the economic risk of this holding the Closing Shares issued to it for an indefinite period (including total loss of its investment), and can afford a complete loss has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the purchase price for merits and risk of its investment. Seller is, on the Sharesdate hereof, an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act). The Purchaser Seller acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Closing Shares will be legended as provided for below, and (b) that the Corporation has no obligation issued to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares it will bear legends substantially in the following legends or substantially similar legendsform set forth below: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("THE “1933 ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAW. THE SECURITIES LAWS HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ANY STATEU.S. GOLD CORP. NO TRANSFER OF (THE “CORPORATION”) THAT SUCH SECURITIES WILL MAY BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ACT IS IN EFFECT AS TO SUCH TRANSFERCORPORATION, (B) OUTSIDE THE TRANSFER IS MADE UNITED STATES IN ACCORDANCE WITH RULE 144 904 OF REGULATION S UNDER THE ACT1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, OR (C) IN COMPLIANCE WITH THE OPINION OF COUNSEL TO THE CORPORATION, EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT IS UNNECESSARY PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ORDER FOR SUCH TRANSFER TO COMPLY COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT , PROVIDED THAT HOLDER HAS DELIVERED TO THE CORPORATION'S RIGHT CORPORATION AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT CORPORATION AND THE OFFICE OF THE SECRETARY OF THE CORPORATIONREGISTRAR AND TRANSFER AGENT TO SUCH EFFECT."

Appears in 1 contract

Samples: Purchase and Sale Agreement (U.S. Gold Corp.)

Investment Representations. The Purchaser acknowledges Stockholders represent and warrant to Newco that they are acquiring the Newco Stock hereunder for their own account for investment, with no present intention of reselling or otherwise distributing the same, except (i) pursuant to an offering of shares duly registered under the Securities Act of 1933, as amended, (the "Securities Act") or (ii) under other circumstances which in the opinion of counsel to Newco at the time does not require registration under the Securities Act. The Stockholders further covenant and represent that none of the Newco Stock that will be issued to them pursuant to this Agreement will be offered, sold, assigned, pledged, transferred, or otherwise disposed of by them except after full compliance with all of the applicable provisions of the Securities Act and the rules and regulations thereunder. The Stockholders hereby confer full authority upon Newco to instruct its transfer agent not to transfer any of the Newco Stock until it has received written approval from Newco to the effect that the sale provisions of this Section have been satisfied. The Stockholders acknowledge that Newco shall place a stop transfer order against the transfer of the Shares Newco Stock owned by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as them until they satisfy one of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity conditions set forth in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the SharesSection. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the All stock certificates representing the Shares will Newco Stock shall be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear endorsed with the following legends or substantially similar legendsrestrictive legend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS i) A REGISTRATION STATEMENT UNDER THE SUCH SECURITIES ACT IS IN EFFECT AS TO OR SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RULE 144 UNDER THE ACTREGARD THERETO, OR IN (ii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION, CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER THE SUCH SECURITIES ACT IS UNNECESSARY IN ORDER FOR OR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT LAWS IS NOT REQIJIRED IN CONNECTION WITH THE CORPORATIONSUCH PROPOSED OFFER, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONSALE OR TRANSFER."

Appears in 1 contract

Samples: Stock Purchase Agreement (Holloman Corp)

Investment Representations. The Purchaser acknowledges Each CORD Stockholder, by executing this Agreement, represents and warrants to Westower that such CORD Stockholder is acquiring the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in Westower Stock hereunder for his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need own account for liquidity in this investment, has with no present intention of reselling or otherwise distributing the ability same, except (i) pursuant to bear an offering of shares duly registered under the economic risk Securities Act of this investment1933, as amended, (the "Securities Act") or (ii) under other circumstances which in the opinion of counsel acceptable to Westower does not require registration under the Securities Act and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or applicable state securities laws. Westower agrees that Xxxxx Xxxxxx Xxxxxxxx LLP is acceptable counsel. Each CORD Stockholder further covenants and represents that none of the Westower Stock that will be issued to him pursuant to this Agreement will be offered, sold, assigned, pledged, transferred, or otherwise disposed of by him except after full compliance with all of the applicable provisions of the Securities Act and the rules and regulations thereunder and applicable state securities laws. Until and unless Westower receives the legal opinion referenced above, the CORD Stockholders hereby confer full authority upon Westower to instruct its transfer agent not to transfer any of the Westower Stock. The CORD Stockholders acknowledge that Westower shall place a stop transfer order against the transfer of the Westower Stock owned by them until they deliver the opinion required by this Section. All stock certificates representing the Shares will bear Westower Stock shall be endorsed with the following legends or substantially similar legendsrestrictive legend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS i) A REGISTRATION STATEMENT UNDER THE SUCH SECURITIES ACT IS IN EFFECT AS TO OR SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RULE 144 UNDER THE ACTREGARD THERETO, OR IN (ii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION, CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER THE SUCH SECURITIES ACT IS UNNECESSARY IN ORDER FOR OR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Westower Corp)

Investment Representations. The Purchaser acknowledges Buyer Notes to be acquired by such Seller are being acquired for its own account, for investment purposes and not with a view to the sale or distribution of all or any part of such Buyer Notes, nor with any present intention to sell or in any way distribute the same, as those terms are used in the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder. Such Seller has sufficient knowledge and experience in financial matters so as to be capable of evaluating the merits and risks of purchasing the Buyer Notes to be acquired by such Seller. Such Seller has reviewed copies of such documents and other information as such Seller has deemed necessary in order to make an informed investment decision with respect to its acquisition of the Buyer Notes. Such Seller understands that the sale Buyer Notes to be acquired by such Seller may not be sold, transferred or otherwise disposed of without registration under the Shares Securities Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Buyer Notes to be acquired by such Seller or an available exemption from registration under the Purchaser is restricted Securities Act, the Buyer Notes to be acquired by SEC Rule 701such Seller must be held indefinitely. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement Further, such Seller understands and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear financial capability of assuming the economic risk of this investmentan investment in the Buyer Notes to be acquired by such Seller for an indefinite period of time. Such Seller has been advised by the Buyer that such Seller will not be able to dispose of the Buyer Notes to be acquired by such Seller, or any interest therein, without first complying with the relevant provisions of the Securities Act and any applicable state securities laws. Such Seller understands that the provisions of Rule 144 promulgated under the Securities Act, permitting the routine sales of the securities of certain issuers subject to the terms and conditions thereof, are not currently, and can afford a complete loss of may not hereafter be, available with respect to the purchase price for the SharesBuyer Notes to be acquired by such Seller. The Purchaser Such Seller acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has Buyer is under no obligation to register the Shares Buyer Notes to be acquired by such Seller except as otherwise expressly set forth in this Agreement or file to furnish any registration statement information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under federal the Securities Act or any state securities lawslaws with respect to sales of the Buyer Notes in the future. The certificates representing Such Seller is an “Accredited Investor” as defined in rule 501 (a) of Regulation D of the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONSecurities Act." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Securities Purchase Agreement (Smart for Life, Inc.)

Investment Representations. The Purchaser acknowledges Each Seller is an "accredited investor" -------------------------- within the meaning of the Securities Act. Seller is aware that the sale COMPS Securities issuable pursuant to this Agreement have not been registered under the Securities Act or any applicable state securities laws, and agrees that the COMPS Securities will not be offered or sold in the absence of registration under the Securities Act and any applicable state securities laws or an exemption from the registration requirements of the Shares Securities Act and any applicable state securities laws, which shall be accompanied by an opinion of counsel to such Seller satisfactory to COMPS and its counsel that registration of such securities is not required. Each Seller agrees not to transfer the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as COMPS Securities in violation of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk provisions of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under applicable federal or state securities laws. In this connection, each Seller represents that he, she or it is familiar with Rule 144 and Rule 145 promulgated by the SEC pursuant to the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Each Seller understands that the offering and sale of the COMPS Securities is intended to be exempt from registration under the Securities Act, by virtue of the private placement exemption provided by Rule 505 and/or 506 of Regulation D promulgated under the Securities Act and/or Section 4(2) of the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement, and COMPS may rely on such representations, warranties and agreements in connection therewith. Each Seller is acquiring the COMPS Securities for his, her or its own account and for investment, and not with a view to the distribution thereof or with any present intention of distributing or selling any of the COMPS Securities except in compliance with the Securities Act. Each Seller represents that by reason of his, her or its business and financial experience, and the business and financial experience of those persons, if any, retained by such Seller to advise him, her or its with respect to his, her or its investment in the COMPS Securities, each Seller together with such advisors have knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risk of the prospective investment. The certificates representing financial condition and investments of each Seller are such that such Seller is in a financial position to hold the Shares will COMPS Securities for an indefinite period of time and to bear the following legends economic risk of, and withstand a complete loss of, his investment in the COMPS Securities. Each Seller has carefully examined this Agreement and all exhibits and schedules thereto and the COMPS SEC Filings. Each Seller acknowledges that COMPS has made available to him, her or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATEit all documents and information that such Seller has requested relating to COMPS and has provided answers to all of such Seller's questions concerning COMPS and/or the COMPS Securities. In evaluating the suitability of the acquisition of the COMPS Securities hereunder, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONno Seller has not relied upon any representations or other information (whether oral or written) other than as set forth in the COMPS SEC Filings or as contained herein." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Asset Purchase Agreement (Comps Com Inc)

Investment Representations. The Purchaser Such Signing Seller: (a) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act; (b) is acquiring its portion of the TopCo Ordinary Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such TopCo Ordinary Shares; (c) has been advised and understands that the TopCo Ordinary Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such TopCo Ordinary Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) may be subject to additional restrictions on transfer pursuant to the Registration Rights Agreement and Lock- Up Agreement (if applicable); (d) is aware that an investment in TopCo is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement and Lock-Up Agreement, TopCo is under no obligation hereunder to register the TopCo Ordinary Shares under the Securities Act. Such Signing Seller has complied in all material respect with all applicable laws and regulations of the country of such Signing Seller’s residence that relate directly or indirectly to such Signing Seller’s purchase of the TopCo Ordinary Shares and otherwise complying with such Signing Seller’s obligations under this Agreement. Such Signing Seller understands that the exchange of the TopCo Ordinary Shares is made pursuant to and in reliance upon an exemption from registration pursuant to Section 4(a)(2) and/or Regulation S, as applicable. If such Signing Seller is not a U.S. person (as defined in Regulation S), it is acquiring the TopCo Ordinary Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the TopCo Ordinary Shares hereunder outside of the United States. Such Signing Seller is not relying on any statements or representations made in connection with the Transactions other than representations contained in this Agreement. Such Signing Seller understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. Such Signing Seller understands that the TopCo Ordinary Shares issued at the Closing will not have been registered under the Securities Act. Such Signing Seller understands that the TopCo Ordinary Shares may not be resold, transferred, pledged or otherwise disposed of by such Signing Seller absent an effective registration statement under the Securities Act except (i) to TopCo or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act and subject to any limitations set forth in Regulation S, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any TopCo Ordinary Shares shall contain a legend or restrictive notation to such effect. Such Signing Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the TopCo Ordinary Shares. By reason of such Signing Seller’s business or financial experience, or by reason of the business or financial experience of such Signing Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Signing Seller is capable of evaluating the risks and merits of an investment in TopCo and of protecting its interests in connection with this investment. Such Signing Seller has consulted, as such Signing Seller has deemed advisable (or has had the opportunity to consult with and has declined to do so), with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Signing Seller. Such Signing Seller acknowledges that the sale TopCo Ordinary Shares are subject to dilution for events not under the control of such Signing Seller. Such Signing Seller has completed its independent inquiry and has relied upon the advice of its own Representatives in determining the legal, tax, financial and other consequences of this Agreement and the Transactions and the suitability of this Agreement and the Transactions for such Signing Seller and its particular circumstances, and, except as set forth in Article V (including the related portions of the Shares SPAC Disclosure Schedules) and Article VI, has not relied upon any representations or advice by TopCo, SPAC or their respective Representatives. Such Signing Seller acknowledges and agrees that, except as set forth in Article V (including the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as related portions of the date hereof SPAC Disclosure Schedules) and Article VI, no representations or warranties have been made by TopCo, Merger Sub, SPAC or any of their respective Representatives, and that such Signing Seller has not been guaranteed or represented to by any Person, (i) any specific amount or the representations event of the distribution of any cash, property or other interest in his TopCo or her Option (ii) the profitability or value of the TopCo Ordinary Shares in any manner whatsoever. Such Signing Seller: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); and (B) is competent to execute this Agreement and such representations are incorporated herein by has executed this reference. The Purchaser represents that he/she has no need for liquidity in this investmentAgreement free from coercion, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares duress or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONundue influence." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Business Combination Agreement (Integral Acquisition Corp 1)

Investment Representations. The Such Seller: (a) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act; (b) is acquiring its portion of the Exchange Shares for itself for investment purposes only, and not with a view towards any resale or distribution of such Exchange Shares; (c) has been advised and understands that the Exchange Shares (i) are being issued in reliance upon one or more exemptions from the registration requirements of the Securities Act and any applicable state securities Laws, (ii) have not been and shall not be registered under the Securities Act or any applicable state securities Laws and, therefore, must be held indefinitely and cannot be resold unless such Exchange Shares are registered under the Securities Act and all applicable state securities Laws, unless exemptions from registration are available and (iii) are subject to additional restrictions on transfer pursuant to such Seller’s Lock-Up Agreement (if applicable); (d) is aware that an investment in the Purchaser is a speculative investment and is subject to the risk of complete loss; and (e) acknowledges that except as set forth in the Registration Rights Agreement, the Purchaser is under no obligation hereunder to register the Exchange Shares under the Securities Act. Such Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Exchange Shares. By reason of such Seller’s business or financial experience, or by reason of the business or financial experience of such Seller’s “purchaser representatives” (as that term is defined in Rule 501(h) under the Securities Act), such Seller is capable of evaluating the risks and merits of an investment in the Purchaser and of protecting its interests in connection with this investment. Such Seller has carefully read and understands all materials provided by or on behalf of the Purchaser or its Representatives to such Seller or such Seller’s Representatives pertaining to an investment in the Purchaser and has consulted, as such Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for such Seller. Such Seller acknowledges that the sale Exchange Shares are subject to dilution for events not under the control of such Seller. Such Seller has completed its independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other Representatives in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Seller and its particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Purchaser or its Representatives. Such Seller acknowledges and agrees that, except as set forth in Article III (including the related portions of the Shares Purchaser Disclosure Schedules), no representations or warranties have been made by the Purchaser is restricted or any of its Representatives, and that such Seller has not been guaranteed or represented to by SEC Rule 701. The Purchaser hereby affirms as made as any Person, (i) any specific amount or the event of the date distribution of any cash, property or other interest in the Purchaser or (ii) the profitability or value of the Exchange Shares in any manner whatsoever. Such Seller: (A) has been represented by independent counsel (or has had the opportunity to consult with independent counsel and has declined to do so); (B) has had the full right and opportunity to consult with such Seller’s attorneys and other advisors and has availed itself of this right and opportunity; (C) has carefully read and fully understands this Agreement in its entirety and has had it fully explained to it or him by such counsel; (D) is fully aware of the contents hereof and the representations in his or her Option meaning, intent and legal effect thereof; and (E) is competent to execute this Agreement and such representations are incorporated herein by has executed this reference. The Purchaser represents that he/she has no need for liquidity in this investmentAgreement free from coercion, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares duress or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONundue influence." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Business Combination Agreement (Apeiron Capital Investment Corp.)

Investment Representations. The Purchaser acknowledges (a) Each Lender is purchasing the Debentures for his own account without a view to any distribution thereof in violation of the Securities Act of 1933, as amended (the "SECURITIES ACT"), subject, nevertheless, to any requirements of law that the sale disposition of his property shall at all times be within his control. Each Lender represents that he (i) is an "Accredited Investor" as that term is defined under Rule 502 under the Shares by Securities Act; (ii) has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as Debentures or any part thereof; (iii) has had the opportunity to ask questions relating to Borrower and its business of the date hereof the representations in his or her Option Agreement management of Borrower and such representations are incorporated herein by this reference. The Purchaser represents that he/she questions have been answered to the Lender's satisfaction; (iv) has sufficient knowledge and experience in business matters to evaluate the merits and risks of an investment in Borrower; (v) has adequate means of providing for his current needs and possible contingencies, has no need for liquidity of its investment in this investment, has the ability Borrower; and (vi) would be able to bear the economic risk of this investment, and can afford a complete loss of his proposed investment hereunder. Each Lender acknowledges that Borrower is allocating and selling the purchase price for Debentures in reliance upon the Shares. The Purchaser acknowledges receipt exemption from registration provided in Section 4(2) of the Corporation's condensed consolidated financial informationSecurities Act and is relying upon these representations and that the Debentures may only be transferred if registered under the Securities Act or pursuant to an exemption from such registration requirements. The Purchaser also Each Lender understands that Rule 144 promulgated under the Securities Act is not presently available with respect to the Debentures or the Registrable Securities, and acknowledges that absent registration of the Debentures or the Registrable Securities under the Securities Act, compliance with an applicable exemption under the Securities Act is required for any public sale or other disposition of the Debentures or the Registrable Securities. Each Lender agrees that prior to any proposed transfer of the Debentures or the Registrable Securities and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act or an opinion of counsel to Borrower (aor other counsel acceptable to Borrower and its counsel) that the certificates representing Debentures or the Shares will Registrable Securities may be legended as provided for belowsold publicly without registration under the Securities Act, the undersigned will, if requested by Borrower, deliver to Borrower Agreement (Continued) -------------------------------------------------------------------------------- an investment covenant signed by the proposed transferee, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONsuch other documents and instruments as Borrower may reasonably request." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement (Cover All Technologies Inc)

Investment Representations. The Purchaser (A) Seller acknowledges that the sale shares of WorldPort Common Stock which he is to receive pursuant to this Agreement have not been registered under the Securities Act, or the securities laws of any state or regulatory body and are being offered and sold in reliance upon exemptions from the requisite requirements of the Shares by the Purchaser Securities Act and such laws and may not be transferred or resold without registration under such laws unless an exemption is restricted by SEC Rule 701available. The Purchaser hereby affirms as made as Each certificate for shares of the date hereof the representations in his or her Option WorldPort Common Stock received by Seller pursuant to this Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear a legend in substantially the following legends or substantially similar legendsform: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF SUCH SECURITIES WILL BE PERMITTED UNLESS EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS WITH RESPECT TO SUCH TRANSFERSECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS UNLESS, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY, AN EXEMPTION FROM THE REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR REQUIREMENTS OF SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSLAWS IS AVAILABLE." (B) Seller is acquiring the shares of WorldPort Common Stock for investment and not with a view to the resale or distribution thereof. (C) Seller is an "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONaccredited investor" (as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act), A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONis sophisticated in financial matters and is familiar with the business of Purchaser so that he is capable of evaluating the merits and risks of his investment in Purchaser and has the capacity to protect his own interests. Seller has had the opportunity to investigate on his own Purchaser's business, management and financial affairs and has had the opportunity to review Purchaser's operations and facilities and to ask questions and obtain whatever other information concerning Purchaser as Seller has deemed relevant in making his investment decision. (D) Seller has completed and delivered to Purchaser an accredited investor questionnaire, substantially in the form attached hereto as Exhibit D. All information provided in such questionnaire is true and correct as of the date hereof and does not omit to state any material fact necessary in order to make the information contained therein not misleading. Notwithstanding the limitations set forth in the preceding sentence, claims for indemnification timely made pursuant to this Section 8 shall survive until resolved or judicially determined. Section 5."

Appears in 1 contract

Samples: Merger Agreement (Worldport Communications Inc)

Investment Representations. Seller and each Assigning Affiliate is an "accredited investor" as that term is defined in Regulation D promulgated by The Purchaser acknowledges that Securities and Exchange Commission under the sale Securities Act of 1933, as amended (the Shares by "1933 ACT"). Seller and each Assigning Affiliate has extensive knowledge and experience in financial and business matters and is capable of evaluating the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as merits and risks of the date hereof the representations in his or her Option Agreement holding Seller Units and any securities into which such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investmentSeller Units may be converted (collectively, "MEMBERSHIP INTERESTS") and has the ability to bear the economic risk risks of this investmentan investment in the Membership Interests. Seller and each Assigning Affiliate is acquiring Membership Interests solely for its own account, for investment purposes only, and can afford not directly or indirectly with a complete loss view to, or for resale in connection with, any distribution or public offering thereof in violation of any applicable Federal or state securities law. Seller and each Assigning Affiliate has received and has been given full opportunity to review all material information relating to the Master LLC, the Master LLC Subsidiaries and the membership interests of the purchase price for Master LLC (collectively, the Shares"INVESTMENT DOCUMENTS"). The In making its decision to invest in Membership Interests, Seller and each Assigning Affiliate has relied and will rely solely on the information in the Investment Documents, the representations and warranties expressly made by Purchaser in this Agreement and its own independent investigation. Seller and each Assigning Affiliate has reviewed the merits of an investment in Membership Interests with tax and legal counsel and with an investment advisor, to the extent deemed advisable by it, and it and such representatives (if any) have been given the opportunity to ask questions of, and receive answers from, Purchaser concerning the terms and conditions of all matters pertaining to Membership Interests, and all such questions have been answered to their satisfaction. Seller and each Assigning Affiliate acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges that (a) that it must bear the certificates representing economic risk of its investment in Membership Interests for an indefinite period of time because, among other things, the Shares will Membership Interests have not been registered under the Act or under the securities laws of any state and, therefore, cannot be legended as provided for belowresold, pledged, assigned or otherwise disposed of unless the Membership Interests are subsequently registered under the Act and under the applicable securities laws of such states or exemptions from all such registrations are available, (b) that except as otherwise provided in the Corporation has Investment Documents, Purchaser will be under no obligation to register Membership Interests on behalf of Seller or any Assigning Affiliate or to assist Seller or any Assigning Affiliate in complying with any exemption from registration under the Shares Act or file any registration statement under federal or state state's securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Purchase and Sale Agreement (Developers Diversified Realty Corp)

Investment Representations. The Purchaser Each Shareholder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Shareholder is acquiring the shares of Parent Common Stock for his or her own account, for investment purposes only and has no current arrangements or understandings for the resale or distribution to others and will only resell such shares of Parent Common Stock or any part thereof pursuant to a registration or an available exemption under applicable Law. Each Shareholder acknowledges that the offer and sale of the Shares shares of Parent Common Stock have not been registered under the Securities Act or the securities Laws of any state or other jurisdiction, and that the shares of Parent Common Stock are being offered and sold pursuant to an exemption from registration contained in the Securities Act, and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or an exemption from such registration is available. Each Shareholder understands and agrees that the shares of Parent Common Stock will bear a legend substantially similar to the legend set forth below in addition to any other legend that may be required by applicable Law or by the Purchaser is restricted Parent’s Charter Documents, as the same may be amended from time to time, or by SEC Rule 701. The Purchaser hereby affirms as made as of any agreement between the date hereof Parent and the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legendsShareholders: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES LAWS ACT OF ANY STATE. NO TRANSFER OF SUCH 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTLAWS, OR (B) IN THE OPINION OF COUNSEL TO THE CORPORATION, A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OF 1933, AS AMENDED, AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Health Benefits Direct Corp)

Investment Representations. The Purchaser acknowledges Melaxxx, xx connection with his acquisition of Common Stock, represents that he is an "accredited investor" as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"). Melaxxx xxxresents to the Company that he is acquiring such Common Stock for his own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Melaxxx xxxnowledges that the sale Common Stock of the Shares by Company has not been registered under the Purchaser Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless it is restricted by SEC Rule 701subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. The Purchaser hereby affirms as made as Melaxxx xxxresents that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the date hereof the representations in his or her Option investment contemplated by this Agreement and such representations are incorporated the transactions contemplated hereby and the transactions referred to herein by this referenceand making an informed investment decision with respect thereto. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, Melaxxx xxxnowledges and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) agrees that the certificates representing the Shares will following legend shall be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legendstyped on each certificate evidencing shares of Common Stock issued hereunder: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES OR BLUE SKY LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND MAY NOT BE PERMITTED UNLESS OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT IS IN EFFECT AS OR (2) PURSUANT TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT IS UNNECESSARY RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS." ". THE SHARES SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN PROVISIONS OF A STOCKHOLDERS' AGREEMENT WITH THE CORPORATIONDATED AS OF FEBRUARY 5, 1996, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER, AND VOTING REQUIREMENTS. A COMPLETE AND CORRECT COPY OF WHICH THIS AGREEMENT IS AVAILABLE FOR REVIEW INSPECTION AT THE PRINCIPAL OFFICE OF THE SECRETARY OF THE CORPORATIONCOMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Appears in 1 contract

Samples: Redemption Agreement (Monarch Dental Corp)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) Seller understands that the certificates representing offer, sale and transfer of the Shares will shares of CB&I Stock to be legended as provided for belowissued to Seller hereunder (i) have not been registered with the SEC or pursuant to any state securities laws in reliance on the exemption afforded by Section 4(2) of the Securities Act and comparable exemptions from applicable state laws, and (bii) that such shares will be restricted securities under the Corporation has no obligation to register the Shares or file any registration statement under federal or state Securities Act and various states' securities laws, and that these laws impose limitations on the Persons to whom sales of shares may be made. The certificates representing shares of the Shares CB&I Stock to be delivered to Seller as part of the Stock Consideration will bear the following legends or a legend substantially similar legendsas follows: "OWNERSHIP THE ISSUANCE OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), NOR HAVE THEY BEEN ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH ANY APPLICABLE STATE SECURITIES LAWS." LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND CHICAGO BRIDGE & IRON COMPANY N.V. (THE "THE SHARES ARE SUBJECT COMPANY") SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION'S RIGHT COMPANY, TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONSUCH EFFECT."

Appears in 1 contract

Samples: Shareholder Agreement (Wedge Group Inc)

Investment Representations. The Purchaser acknowledges Sellers understand and acknowledge that --------------------------- the sale NEW MILLENNIUM Shares will not be registered under the Securities Act nor qualified under the securities law of Georgia, by virtue of exemptions thereto. Each of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations Sellers (either alone or in conjunction with his or her Option Agreement professional advisers) has such experience and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity knowledge in this investment, has financial and business matters in investments similar to the ability to bear stock of the economic risk NEW MILLENNIUM that they are capable of this investmentprotecting their own interest in connection therewith and qualifying for such exemptions. Further, each Seller is acquiring the NEW MILLENNIUM Shares for investment purposes only for Seller's own account, and can afford not on behalf of any other person nor with a complete loss of the purchase price view to, or for the Sharesresale in connection with any distribution thereof. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) Sellers understand that the certificates representing the NEW MILLENNIUM Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear stamped with a legend substantially in the following legends or substantially similar legendsform: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE BEEN ISSUED AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "1933 ACT") AND SECTION 10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA ANNOTATED (THE "GEORGIA CODE"). THE SECURITIES MAY NOT BE OFFERED FOR SALE, NOR HAVE THEY BEEN REGISTERED SOLD OR QUALIFIED TRANSFERRED OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE GEORGIA CODE AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE 1933 ACT, THE GEORGIA CODE AND THE APPLICABLE SECURITIES LAWS OF ANY STATEOTHER JURISDICTION. NO TRANSFER OF SUCH SECURITIES WILL THE ISSUER SHALL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS ENTITLED TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER IT WITH RESPECT TO COMPLY COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES ABOVE LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Stock Purchase Agreement (Grace Development Inc)

Investment Representations. The Purchaser In connection with the acquisition of the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note, Intellicall represents and warrants that the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view to distribution or other transfer and will be held for its own individual account. Further, it is understood that such Common Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note have not been registered under the Federal Securities Act of 1933, as amended (the "1933 Act"), or under the state securities acts or blue sky laws and regulations of the State of Delaware or any other State (collectively, the "State Securities Laws"), in reliance upon exemption from registration contained in those acts. Intellicall acknowledges that ILD's reliance upon such exemptions is based in part on the sale representations, warranties, and agreements of Intellicall contained in this Agreement. Intellicall acknowledges and agrees that it may not sell, transfer, assign or otherwise dispose of the Shares by Common Stock, the Purchaser Series A Preferred Stock, the Series B Preferred Stock or the Junior Note unless there is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford effect a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or the 1933 Act and all applicable state securities laws. The certificates representing laws covering such transfer or unless such transfer is exempt from the Shares registration requirements of the 1933 Act and all applicable State Securities Laws and subject to certain transfer restrictions in the Shareholders Agreement described in Section 8.3.. It is further agreed and understood by Intellicall that stop-transfer instructions will bear be noted on the following legends or substantially similar legendsappropriate records of ILD and that a restrictive legend shall be affixed to the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note, reading as follows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED MAY NOT BE SOLD OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFERRED UNLESS SUCH TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER OR SALE IS MADE IN ACCORDANCE COMPLIANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT ALL FEDERAL AND WITH APPLICABLE STATE SECURITIES LAWS." ". THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN TERMS OF A SHAREHOLDERS' AGREEMENT WITH DATED AS OF MAY ___, 1996 BY AND AMONG THE CORPORATIONCORPORATION AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AND IS AVAILABLE FOR REVIEW INSPECTION AT THE PRINCIPAL OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Organization Agreement (Ild Telecommunications Inc)

Investment Representations. The Purchaser acknowledges that Such Buyer has knowledge and experience -------------------------- in financial and business matters sufficient to enable it to evaluate the sale merits and risks of an investment in the Shares by the Purchaser is restricted by SEC Rule 701Company. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she Such Buyer has no need for liquidity in this investment, has the ability assets sufficient to enable it to bear the economic risk of this investmentits investment in the Preferred Shares and the Warrants and is an "accredited investor", as defined in Rule 501 under the Securities Act. Such Buyer is acquiring the Preferred Shares and the Warrants for its own account, and can afford not with a complete loss present view to, or for sale in connection with, any distribution thereof. Such Buyer understands that the Preferred Shares and the Warrants and the Common Stock issuable upon conversion of the purchase price for the Shares. The Purchaser acknowledges receipt Preferred Shares and exercise of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (aWarrants have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to the exemption provided in Section 4(2) thereof, that the certificates representing Preferred Shares and the Warrants and the Common Stock issuable upon conversion of the Preferred Shares will be legended as provided for belowor exercise of the Warrants have not been registered under applicable state securities laws by reason of their issuance in a transaction exempt from such registration requirements, and (b) that the Corporation has Preferred Shares and the Warrants and the Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants may not be sold or otherwise disposed of unless registered under the Securities Act and applicable state securities laws (the Company being under no obligation so to register the such Preferred Shares or file any the Warrants or the Common Stock issuable on conversion of the Preferred Shares or exercise of the Warrants, except as set forth in Section 8 of the Stockholders Agreement) or exempted from registration. Such Buyer further understands that the exemption from registration statement afforded by Rule 144 promulgated under federal the Securities Act is not presently available with respect to the Preferred Shares or state securities laws. The certificates representing the Warrants or the Common Stock issuable on conversion of the Preferred Shares will bear or exercise of the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONWarrants." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Stock Purchase Agreement (Orapharma Inc)

Investment Representations. The Purchaser This Agreement is made with TVG in reliance upon TVG's representation to WXBV and CTS, which by TVG's execution of this Agreement TVG hereby confirms, that (i) the CTS Stock is being acquired for investment for TVG's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that TVG has no present intention of selling, granting any participation in, or otherwise distributing the same; (ii) TVG does not have any Contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person with respect to any shares of the CTS Stock (except that TVG has the legal obligation to transfer to its investors assets at the end of the fund life); and (iii) TVG is not an underwriter of the CTS Stock within the meaning of Section 2(11) of the Securities Act. TVG has not been attracted to the purchase of the CTS Stock by any publication or any advertising, and the transactions contemplated by this Agreement are not being effected by or through a broker-dealer. TVG has no intent or expectation, and there is no agreement or commitment by WXBV or CTS, that, at any time on or after the Closing Date, TVG will participate in the making of basic business decisions of CTS or otherwise participate directly in the operations of CTS. TVG is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated by the SEC, as presently in effect. TVG understands that (i) neither the CTS Stock nor the sale thereof to it has been registered under the Securities Act, or under any state securities law, (ii) no registration statement has been filed with the SEC, nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as TVG by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming; and (iii) the shares of the CTS Stock are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from WXBV and CTS in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. TVG acknowledges that the sale (i) it is represented by counsel, (ii) it has received and carefully reviewed a copy of the Shares by Prospectus and this Agreement; (iii) it has received all information it considers necessary or appropriate for deciding whether to acquire the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms CTS Stock; (iv) as made as a result of its knowledge of the date hereof telecommunications industry, its study of the representations aforementioned documents and its prior overall experience in his financial matters, it is properly able to evaluate the capital structure of CTS, the business of CTS and its Subsidiaries and the risks inherent therein; and (v) it has been given the opportunity to obtain any additional information or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investmentdocuments from, and can afford a complete loss to ask questions and receive answers of, the officers and representatives of CTS to the purchase price for extent necessary to evaluate the Shares. The Purchaser acknowledges receipt of merits and risks related to its investment in the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONCTS." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Stock Purchase Agreement (Communication Telesystems International)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) Seller understands that the certificates representing offer, sale and transfer of the CB&I Shares to be issued to Seller hereunder (i) have not been registered with the SEC or pursuant to any state securities laws in reliance on the exemption afforded by Section 4(2) of the Securities Act and comparable exemptions from applicable state laws, and (ii) that such Shares will be legended as provided for belowrestricted securities under the Securities Act and various states' securities laws, and (b) that these laws impose limitations on the Corporation has no obligation Persons to register the Shares or file any registration statement under federal or state securities lawswhom sales of shares may be made. The certificates representing the CB&I Shares to be delivered to Seller as part of the Purchase Price will bear the following legends or a legend substantially similar legendsas follows: "OWNERSHIP THE ISSUANCE OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), NOR HAVE THEY BEEN ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED OR QUALIFIED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND CHICAGO BRIDGE & IRON COMPANY N.V. (THE "COMPANY") SHALL HAVE BEEN FURNISHED WITH AN OPINION OF ANY STATECOUNSEL, SATISFACTORY TO THE COMPANY, TO SUCH EFFECT. THE SHARES EVIDENCED BY THIS CERTIFICATE (A) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY 7, 2001 AMONG THE COMPANY, PITT-DES MOINES, INC. AND WEDGE GROUP INCORPORATED (THE "SHAREHOLDER AGREEMENT") AND (B) ARE DESIGNATED AS ["LC SHARES"] ["PUT SHARES"] ["EXCESS SHARES"] UNDER THE TERMS OF THE SHAREHOLDER AGREEMENT. NO TRANSFER OF SUCH SECURITIES THESE SHARES WILL BE PERMITTED EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER AND UNTIL THE ACT TERMS AND CONDITIONS OF SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN EFFECT AS TO VIOLATION OF SUCH TRANSFERSHAREHOLDER AGREEMENT. A COPY OF THE SHAREHOLDER AGREEMENT IS ON FILE AT THE ADMINISTRATIVE OFFICES OF THE COMPANY IN PLAINFIELD, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL ILLINOIS AND WILL BE FURNISHED WITHOUT CHARGE TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR HOLDER OF SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "SHARES UPON WRITTEN REQUEST. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN -35- 42 SHAREHOLDER AGREEMENT WITH AND NO VOTE OF SUCH SHARES THAT CONTRAVENES THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONSHAREHOLDER AGREEMENT SHALL BE EFFECTIVE."

Appears in 1 contract

Samples: Asset Purchase Agreement (Chicago Bridge & Iron Co N V)

Investment Representations. The Purchaser acknowledges that Seller is acquiring the sale Warrants, and upon the exercise of the Shares by Warrants the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as shares of Buyer’s Common Stock underlying the date hereof Warrants, for its own account with the representations in his or her Option Agreement and present intention of holding such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need securities for liquidity in this investment, has the ability to bear the economic risk purposes of this investment, and can afford it has no intention of distributing the Warrants or the underlying shares of Buyer’s Common Stock, or selling, transferring or otherwise disposing of either such securities in a complete loss public distribution, in any of such instances, in violation of the purchase price for the Shares. The Purchaser acknowledges receipt federal securities laws of the Corporation's condensed consolidated financial informationUnited States of America. The Purchaser also Seller understands and acknowledges that (a) that the certificates representing Warrants and underlying shares of Buyer’s Common Stock are “restricted securities,” as defined in Rule 144 promulgated under the Shares will be legended as provided for below, and Securities Act; (b) that such securities not been registered under the Corporation Securities Act; (c) the Warrants are being issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Securities Act and the shares of Buyer’s Common Stock will be issued in reliance on an exemption provided by Section 3(a)(9) of the Securities Act; (d) the Buyer has no any obligation to so register the Shares Warrants or file any the underlying shares of Buyer’s Common Stock; and (e) neither the Warrants nor the shares of Buyer’s Common Stock issuable upon the exercise of the Warrants may be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under federal or state securities lawsthe Securities Act. The certificates representing Warrants and the Shares will bear certificate evidencing the shares of Buyer’s Common Stock issuable upon the exercise of the Warrants shall each contain the following legends or substantially similar legendslegend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF “The securities evidenced by this certificate have not been registered under the Securities Act of 1933, AS AMENDED as amended ("ACT"the “Act”). Such securities may not be sold, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFERtransferred, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTpledged, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWShypothecated or otherwise disposed of unless they have been so registered or CQENS Technologies Inc. shall have received an opinion of counsel satisfactory to it to the effect that registration thereof for purposes of transfer is not required under the Act or the securities laws of any state." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Asset Purchase Agreement (CQENS Technologies Inc.)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) The Purchaser (i) is acquiring the Purchased Shares solely for investment with no present intention to distribute them in violation of the Securities Act and the rules and regulations thereunder or any applicable U.S. state securities laws, (ii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of making an informed investment decision to purchase the Purchased Shares, (iii) is an “accredited investor” (as that term is defined by Rule 501 promulgated under the Securities Act) and (iv) acknowledges and understands that the certificates representing Purchased Shares have not been registered under the Shares will be legended as provided for belowSecurities Act, or any state securities laws, and (b) agrees that it will not offer, sell, assign, transfer, pledge, encumber or otherwise dispose of such Purchased Shares absent registration under the Corporation has no obligation to register Securities Act or unless such transaction is exempt from, or not subject to, registration under the Shares or file any registration statement under federal or Securities Act, and in each case, in accordance with all applicable state securities laws. The certificates representing Purchaser understands that the Purchased Shares will be characterized as “restricted securities” under the United States federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Purchased Shares or the fairness or suitability of the Purchased Shares. The Purchaser understands that until such time as the resale thereof has been registered under the Securities Act, certificates evidencing the Purchased Shares shall bear a legend substantially to the following effect (in addition to any legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, required under applicable securities laws): THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE “SECURITIES ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF ANY STATE. NO TRANSFER IN THE ABSENCE OF SUCH SECURITIES WILL BE PERMITTED REGISTRATION OR UNLESS A REGISTRATION STATEMENT UNDER THE ACT SUCH TRANSACTION IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTEXEMPT FROM, OR IN THE OPINION OF COUNSEL TO THE CORPORATIONNOT SUBJECT TO, REGISTRATION UNDER THE ACT IS UNNECESSARY SECURITIES ACT, AND, IN ORDER FOR SUCH TRANSFER TO COMPLY EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "STATES OF THE SHARES ARE SUBJECT UNITED STATES OR UPON DELIVERY TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER COMPANY OF AN AGREEMENT WITH THE CORPORATION, A COPY OPINION OF WHICH COUNSEL THAT AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONAPPLICABLE."

Appears in 1 contract

Samples: Stock Purchase Agreement (Joe's Jeans Inc.)

Investment Representations. (a) The Purchaser Shareholder acknowledges that the sale Shares have not been registered under the Securities Act, or the securities laws of any state or regulatory body and are being offered and sold in reliance upon exemptions from the requisite requirements of the Securities Act and such laws and may not be transferred or resold without registration under such laws unless an exemption is available. The certificate for the Shares to be received by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as Shareholder pursuant to this Agreement will be imprinted with legends in substantially the following forms (the imprinting of the date hereof second legend being subject to the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss execution of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." Voting Restrictions Agreement): "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF SUCH SECURITIES WILL BE PERMITTED UNLESS EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS WITH RESPECT TO SUCH TRANSFERSECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS UNLESS, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY, AN EXEMPTION FROM THE REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR REQUIREMENTS OF SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSLAWS IS AVAILABLE." "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN CERTAIN PROVISIONS, INCLUDING, AMONG OTHERS, RESTRICTIONS ON VOTING AND TRANSFERS, SET FORTH IN A CERTAIN VOTING RESTRICTIONS AGREEMENT WITH THE CORPORATIONDATED AS OF __________ __, 1999, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONCOMPANY."

Appears in 1 contract

Samples: Series E Preferred Stock Purchase Agreement (Heisley Michael E Et Al)

Investment Representations. The (a) Such Stockholder, either alone or with his purchaser representative as defined in Rule 501(h) under the Securities Act, if any, has substantial experience in evaluating and investing in private placement transactions so that such Stockholder is capable of evaluating the merits and risks of an investment in the Purchaser acknowledges that Common Stock and the sale Purchaser Preferred Stock. Such Stockholder, by reason of such Stockholder's business or financial experience, either alone or with his purchaser representative as defined in Rule 501(h) under the Securities Act, if any, has the capacity to protect such Stockholder's own interests in connection with the acquisition of any Purchaser Common Stock or Purchaser Preferred Stock hereunder. With respect to Warburg, Randx X. Xxxtxx, Xxxxxxx Xxxt Xxxxxx, Xxrixxxxx Xxxxxxxx, Xxn Xxxxxxxxxx, Xxarxxx X. XxxXxxxx, Xxtrxxx X. Xxxxx xxx Oran Xxxx, xxch Stockholder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act. Such Stockholder or his purchaser representative as defined in Rule 501 (h) under the Securities Act, if any, has received a copy of the Shares most recent reports filed by the Purchaser with the SEC on Forms 10-K, 10-Q and any report on Form 8-K filed since the most recent Form 10-Q. Such Stockholder or his purchaser representative, if any, is restricted by SEC Rule 701. The Purchaser hereby affirms as made as familiar with the business and financial condition, properties and operations of the date hereof the representations in Purchaser. Such Stockholder or his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investmentpurchaser representative, if any, has had an opportunity to discuss the ability Purchaser's business and financial condition, properties and operations with the Purchaser's management. Such Stockholder or his purchaser representative, if any, has also had an opportunity to bear the economic risk ask questions of this investment, and can afford a complete loss officers of the purchase price for the SharesPurchaser, which questions were answered to such Stockholder's satisfaction. The Purchaser acknowledges receipt Such Stockholder understands that such discussion was intended to describe certain aspects of the CorporationPurchaser's condensed consolidated business and financial information. The Purchaser also understands condition, properties and acknowledges (a) that the certificates representing the Shares will be legended as provided for belowoperations, and (b) that the Corporation has no obligation to register the Shares but were not a thorough or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONexhaustive description." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger (Newfield Exploration Co /De/)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) Seller understands that the certificates representing -------------------------- offer, sale and transfer of the CB&I Shares to be issued to Seller hereunder (i) have not been registered with the SEC or pursuant to any state securities laws in reliance on the exemption afforded by Section 4(2) of the Securities Act and comparable exemptions from applicable state laws, and (ii) that such Shares will be legended as provided for belowrestricted securities under the Securities Act and various states' securities laws, and (b) that these laws impose limitations on the Corporation has no obligation Persons to register the Shares or file any registration statement under federal or state securities lawswhom sales of shares may be made. The certificates representing the CB&I Shares to be delivered to Seller as part of the Purchase Price will bear the following legends or a legend substantially similar legendsas follows: "OWNERSHIP THE ISSUANCE OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), NOR HAVE THEY BEEN ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED OR QUALIFIED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND CHICAGO BRIDGE & IRON COMPANY N.V. (THE "COMPANY") SHALL HAVE BEEN FURNISHED WITH AN OPINION OF ANY STATECOUNSEL, SATISFACTORY TO THE COMPANY, TO SUCH EFFECT. THE SHARES EVIDENCED BY THIS CERTIFICATE (A) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT DATED AS OF FEBRUARY 7, 2001 AMONG THE COMPANY, PITT-DES MOINES, INC. AND WEDGE GROUP INCORPORATED (THE "SHAREHOLDER AGREEMENT") AND (B) ARE DESIGNATED AS ["LC SHARES"] ["PUT SHARES"] ["EXCESS SHARES"] UNDER THE TERMS OF THE SHAREHOLDER AGREEMENT. NO TRANSFER OF SUCH SECURITIES THESE SHARES WILL BE PERMITTED EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER AND UNTIL THE ACT TERMS AND CONDITIONS OF SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN EFFECT AS TO VIOLATION OF SUCH TRANSFERSHAREHOLDER AGREEMENT. A COPY OF THE SHAREHOLDER AGREEMENT IS ON FILE AT THE ADMINISTRATIVE OFFICES OF THE COMPANY IN PLAINFIELD, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL ILLINOIS AND WILL BE FURNISHED WITHOUT CHARGE TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR HOLDER OF SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "SHARES UPON WRITTEN REQUEST. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN SHAREHOLDER AGREEMENT WITH AND NO VOTE OF SUCH SHARES THAT CONTRAVENES THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONSHAREHOLDER AGREEMENT SHALL BE EFFECTIVE."

Appears in 1 contract

Samples: Asset Purchase Agreement (Pitt Des Moines Inc)

Investment Representations. The Purchaser acknowledges (i) (A) Each of GGL and SBC is an "accredited investor" as defined in Regulation D under the Securities Act and is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the sale purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares and (B) the Company has made available to GSK, prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares by and to obtain any additional information relating to the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as financial condition and business of the date hereof Company and GSK has such knowledge and experience in financial and business matters that GSK is capable of evaluating the representations merits and risks of the investment in his the Shares; (ii) each of GGL and SBC is acquiring the Shares for its own account for investment only and with no present intention of distributing any of the Shares or her Option Agreement any arrangement or understanding with any other persons regarding the distribution of the Shares; (iii) each of GGL and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity SBC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in this investment, has the ability to bear the economic risk compliance with Section 4.2 of this investmentAgreement, the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing evidencing the Shares will be legended as provided for below, imprinted with a legend that prohibits their transfer except in accordance therewith; and (biv) that the Corporation has no obligation each of GGL and SBC has, in connection with its decision to register purchase the Shares relied only upon the SEC Documents and the representations and warranties of the Company contained herein. Each of GGL and SBC understands that its acquisition of the Shares has not been registered under the Securities Act or file registered or qualified under any registration statement under federal or state securities laws. The certificates representing law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONbona fide nature of each investor's investment intent as expressed herein." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Stock Purchase Agreement (EPIX Pharmaceuticals, Inc.)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Section 7 of the Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for belowfollows: “THE SALE, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW A STOCKHOLDERS’ AGREEMENT DATED NOVEMBER 22, 2002, AS AMENDED, AMONG NATIONAL WATERWORKS HOLDINGS, INC. AND UNDER AGREEMENTS WITH CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE CORPORATIONHOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF NATIONAL WATERWORKS HOLDINGS, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONINC." "” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE SECURITIES LAWS OF ANY STATE. NO TRANSFER ABSENCE OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE SAID ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."” Table of Contents

Appears in 1 contract

Samples: Stock Option Agreement (National Waterworks Inc)

AutoNDA by SimpleDocs

Investment Representations. Assignor is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Assignor is acquiring the Shares for its own account and has and will have on the Closing Date no current arrangements or understandings for the resale or distribution to others and will only resell the Shares or any part thereof pursuant to an effective registration statement or an available exemption under applicable Law. The Purchaser Assignor does not presently have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares or interest in any of the foregoing securities. The Assignor acknowledges that the offer and sale of the Shares by have not been registered under the Purchaser Securities Act or the securities Laws of any state or other jurisdiction, and that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Assignor's representations as expressed herein or otherwise made pursuant hereto, and the Shares cannot be disposed of unless they are subsequently registered under the Securities Act and applicable state laws or an exemption from such registration is restricted by SEC Rule 701available. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also Assignor understands and acknowledges (a) agrees that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or a legend substantially similar legendsto the legend set forth below in addition to any other legend that may be required by applicable Law, the Certificate of Incorporation or Bylaws of SI, as the same may be amended from time to time, the Escrow Agreement or by any other agreement between SI and Assignor: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND MAY NOT BE PERMITTED UNLESS A TRANSFERRED, SOLD, PLEDGED OR HYPOTHECATED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT OF 1933, AS TO SUCH TRANSFERAMENDED, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTAND APPLICABLE STATE SECURITIES LAWS, OR IN (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION, COMPANY AND ITS COUNSEL THAT THE PROPOSED TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Asset Purchase Agreement (Scientific Industries Inc)

Investment Representations. The Purchaser Each Seller represents, warrants, and -------------------------- acknowledges that (i) such Seller is aware that the sale OccuSystems Stock to be issued to such Seller pursuant to this Agreement will be issued pursuant to applicable exemptions from registration under the federal Securities Act of 1933, as amended (the Shares by "1933 Act"), and applicable state securities laws, and the Purchaser rules and regulations promulgated thereunder; (ii) such OccuSystems Stock has not been registered under the 1933 Act or any such state securities laws; (iii) such Seller has such knowledge, sophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of receiving the OccuSystems Stock pursuant to this Agreement; (iv) such Seller is restricted by SEC Rule 701. The Purchaser hereby affirms an "accredited investor" as made as of that term is defined in Regulation D under the date hereof 1933 Act; and (v) such Seller is acquiring the representations in OccuSystems Stock pursuant to this Agreement for his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need own account, not for liquidity in this investment, has the ability to bear the economic risk account of this investmentothers, and can afford not with a complete loss view to the resale or distribution of the purchase price such OccuSystems Stock, except for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation sales made by such Seller pursuant to register the Shares or file any an effective registration statement or applicable exemption under federal or the 1933 Act and any applicable state securities laws. The certificates representing Each Seller acknowledges and agrees that, notwithstanding the Shares provisions of the Registration Agreement, pursuant to which OccuSystems will bear agree to register the following legends OccuSystems Stock issued to such Seller pursuant hereto under the 1933 Act and certain state securities laws, no assurance has been given that such registration can be effected or, if declared effective, that there will not be times when such registration will not be available for sales of such OccuSystems Stock by such Seller, whether due to developments or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONinformation relating to the business of OccuSystems or due to circumstances beyond the control of OccuSystems." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Stock Purchase Agreement (Occusystems Inc)

Investment Representations. The Purchaser acknowledges (a) Company represents that to the sale best of its knowledge none of the Shares by Holders is: (i) a U.S. Person; (ii) within the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made United States as of the date hereof of this Agreement; or (iii) acquiring the representations Exchangeable Shares or the Merge Common Shares issuable in his exchange therefor for the account or her Option Agreement benefit of any U.S. Person. Company acknowledges and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability Holders may be restricted from distributing to bear the economic risk of this investment, and can afford a complete loss of the purchase price U.S. Person or for the Sharesaccount of a U.S. Person any Exchangeable Shares or the Merge Common Shares issuable in exchange therefor for a period of one year after the date the Holder acquires such shares. The Purchaser Company acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Exchangeable Shares will be legended as provided and the Merge Common Shares issuable in exchange for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Exchangeable Shares will bear the following legends or a legend substantially similar legendsas follows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH (THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY SHARES") HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR HAVE THEY BEEN REGISTERED OR ANY STATE SECURITIES LAWS OR QUALIFIED BY PROSPECTUS FILED UNDER ANY PROVINCIAL SECURITIES ACTS IN CANADA. THE SECURITIES LAWS SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE WITH RESPECT THERETO OR IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH AND THE SECURITIES ACT (ONTARIO) AND WITH FROM ANY APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS." "LAWS IS AVAILABLE. BY ACCEPTING AND HOLDING THE SHARES, THE HOLDER AGREES TO BE BOUND BY ALL OF THE PROVISIONS, INCLUDING RESTRICTIONS ON TRANSFERRING THE SHARES, APPLICABLE TO A HOLDER OF SHARES ARE SUBJECT TO AS SET FORTH IN THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONSHARE EXCHANGE AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR REVIEW ON FILE AT THE OFFICE PRINCIPAL OFFICES OF THE SECRETARY OF THE CORPORATIONEITHER 3032854 NOVA SCOTIA COMPANY OR MERGE TECHNOLOGIES INCORPORATED, AS IF SUCH HOLDER WERE A PARTY TO SUCH AGREEMENT."

Appears in 1 contract

Samples: Purchase Agreement (Merge Technologies Inc)

Investment Representations. The Seller, in connection with his acquisition of the Purchaser's Common Stock, represents that he is an "accredited investor" as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"). Seller represents to the Purchaser that he is acquiring the Purchaser's Common Stock for his own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Seller acknowledges that the sale Purchaser's Common Stock has not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless it is subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. Seller represents that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the Shares investment contemplated by this Agreement and the Purchaser is restricted by SEC Rule 701transactions contemplated hereby and the transactions referred to herein and making an informed investment decision with respect thereto. The Purchaser hereby affirms as made as Seller acknowledges and agrees that the following legend shall be typed on each certificate evidencing shares of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the CorporationPurchaser's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legendsCommon Stock issued hereunder: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES OR BLUE SKY LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND MAY NOT BE PERMITTED UNLESS OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT IS IN EFFECT AS OR (2) PURSUANT TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT IS UNNECESSARY RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS." ". THE SHARES SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER PROVISIONS OF AN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT WITH THE CORPORATIONDATED AS OF AUGUST 29, 1996, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER AND VOTING REQUIREMENTS. A COMPLETE AND CORRECT COPY OF WHICH THIS AGREEMENT IS AVAILABLE FOR REVIEW INSPECTION AT THE PRINCIPAL OFFICE OF THE SECRETARY OF THE CORPORATIONCOMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Appears in 1 contract

Samples: Stock Purchase Agreement (Monarch Dental Corp)

Investment Representations. The Purchaser (i) Each Shareholder is acquiring the shares of PentaStar Common Stock to be issued to such Shareholder pursuant to this Agreement (the "PentaStar Shares") for such Shareholder's own account and not on behalf of any other Person; each Shareholder is aware and acknowledges that the sale of PentaStar Shares have not been registered under the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his Securities Act, or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or applicable state securities laws. The certificates representing , and may not be offered, sold, assigned, exchanged, transferred, pledged or otherwise disposed of unless so registered under the Shares will bear Securities Act and applicable state securities laws or an exemption from the following legends or substantially similar legends: registration requirements thereof is available; (ii) each Shareholder (or, if such Shareholder is not an "OWNERSHIP OF THIS CERTIFICATEaccredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED such Shareholder through such Shareholder's purchaser representative ("ACTPurchaser Representative") as duly designated pursuant to documentation delivered and reasonably satisfactory to PentaStar on or before the execution of this Agreement (the "Purchaser Representative Documents")) has been furnished all information that such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") deems necessary to enable such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") to evaluate the merits and risks of an investment in PentaStar, including, without limitation, the information described on Exhibit 3.1(u)(ii); each Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFERhas had a reasonable opportunity to ask questions of and receive answers from PentaStar concerning PentaStar, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTthe PentaStar Shares and any and all matters relating to the transactions described herein or in the information described on Exhibit 3.1(u)(ii), OR IN THE OPINION OF COUNSEL TO THE CORPORATIONand all such questions, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." if any, have been answered to the full satisfaction of such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONaccredited investor"); (iii) no Person other than such Shareholder has (A) any rights in and to the PentaStar Shares, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."which rights were obtained through or from such Shareholder; or (B) any rights to acquire the PentaStar Shares, which rights were obtained through or from such Shareholder; (iv)

Appears in 1 contract

Samples: Pentastar Communications Inc

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that Each of the certificates representing OBI Shareholders and Southern Rentals is acquiring shares of UNIFAB Common Stock pursuant hereto for investment for its own accounts and has no present intention of reselling or otherwise distributing or participating in a distribution of such shares, except Southern Rentals may distribute the Shares will shares of UNIFAB Common Stock to be legended as provided for below, and acquired by it hereunder to the Southern Rentals Members upon the liquidation or dissolution of Southern Rentals; (b) each of the OBI Shareholders and Southern Rentals understands that such shares will not be registered under the Securities Act, that such shares will be "restricted securities" as that term is used in Rule 144 of the SEC under the Securities Act ("Rule 144") and that such shares may not be transferred unless they are subsequently registered under the Securities Act and under any applicable State securities law or are transferred in a transfer that is exempt from such registration; (c) UNIFAB is not obligated by this Agreement to register such shares under the Securities Act or under any such state laws and UNIFAB will, as a condition to the transfer of any such shares, require that the Corporation has no obligation request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to register UNIFAB, to the Shares effect that the proposed transfer does not result in a violation of the Securities Act or file any registration statement under federal or applicable state securities laws. The certificates representing law, unless such transfer is covered by an effective registration statement; (d) such shares of UNIFAB Common Stock may not be sold publicly in reliance on the Shares will bear exemption from registration under the following legends Securities Act afforded by Rule 144 unless and until the minimum holding period (currently one year) and other requirements of Rule 144 have been satisfied; and (e) each of the OBI Shareholders and Southern Rentals either (x) is an "accredited investor," as that term is defined in Rule 501(a) promulgated by the SEC under the Securities Act, or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION(y) has such knowledge and experience in financial and business matters that such person is capable of evaluating the risks and merits of an investment in UNIFAB." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Unifab International Inc)

Investment Representations. The Purchaser acknowledges Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being sold in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. Buyer, and each of its Designees, is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the sale Securities Act. Buyer, and each of its Designees, is acquiring the Shares, solely for its own account. Buyer, and each of its Designees, has no present intention of selling, granting any participation in, or otherwise distributing the Shares within the meaning of Section 2(11) of the Securities Act, without prejudice, however, to Buyer’s and its Desgnees’ right at all times to sell or otherwise dispose of all or any part of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement compliance with applicable federal and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates Any certificate representing the Shares will shall when initially issued bear the following legends or a legend substantially similar legendsto the following: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 19331933 (“ACT”) AS AMENDED, AS AMENDED ("ACT"), NOR HAVE THEY BEEN OR THE SECURITIES OR BLUE SKY LAWS OF CALIFORNIA OR ANY OTHER STATE AND MAY NOT BE OFFERED AND SOLD UNLESS REGISTERED AND/OR QUALIFIED UNDER PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OF ANY STATEOR AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLICABLE THERETO. NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH SECURITIES WILL BE PERMITTED TRANSACTION UNLESS A REGISTRATION STATEMENT (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 AND QUALIFIED OR APPROVED UNDER THE ACTAPPROPRIATE STATE OR BLUE SKY LAWS, OR IN (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONIT THAT SUCH REGISTRATION, REGISTRATION UNDER THE ACT QUALIFICATION OR APPROVAL IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSNOT REQUIRED." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Account Purchase Agreement (Axesstel Inc)

Investment Representations. The Purchaser Stockholder by executing this Agreement represents and warrants to Westower that the Stockholder is acquiring the Westower Stock hereunder for his own account for investment, with no present intention of reselling or otherwise distributing the same, except (i) pursuant to an offering of shares duly registered under the Securities Act of 1933, as amended, (the "Securities Act") or (ii) under other circumstances which in the opinion of counsel to Westower at the time does not require registration under the Securities Act. The Stockholder further covenants and represents that none of the Westower Stock that will be issued to him pursuant to this Agreement will be offered, sold, assigned, pledged, transferred, or otherwise disposed of by him except after full compliance with all of the applicable provisions of the Securities Act and the rules and regulations thereunder. The Stockholder hereby confers full authority upon Westower to instruct its transfer agent not to transfer any of the Westower Stock until it has received written approval from Westower to the effect that the provisions of this Section have been satisfied. The Stockholder acknowledges that Westower shall place a stop transfer order against the sale transfer of the Shares Westower Stock owned by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as him until he satisfies one of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity conditions set forth in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the SharesSection. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the All stock certificates representing the Shares will Westower Stock shall be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear endorsed with the following legends or substantially similar legendsrestrictive legend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS i) A REGISTRATION STATEMENT UNDER THE SUCH SECURITIES ACT IS IN EFFECT AS TO OR SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RULE 144 UNDER THE ACTREGARD THERETO, OR IN (ii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION, CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER THE SUCH SECURITIES ACT IS UNNECESSARY IN ORDER FOR OR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT LAWS IS NOT REQUIRED IN CONNECTION WITH THE CORPORATIONSUCH PROPOSED OFFER, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONSALE OR TRANSFER."

Appears in 1 contract

Samples: Stock Purchase Agreement (Westower Corp)

Investment Representations. The Each Seller (A) is acquiring the Purchaser Shares and Series X Warrants for such Seller’s own account, for investment only, and not with a view to, or for sale in connection with, any distribution in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any rule or regulation under the Securities Act, (B) is a sophisticated investor and has sufficient knowledge and experience in financial and business matters to be able to evaluate the merits and risks of its investment in the Purchaser Shares and Series X Warrants, (C) acknowledges that Purchaser has made available (i) the sale opportunity to ask questions of (and to receive answers from) the officers and directors of Purchaser relating to Purchaser and the Purchaser Shares, and (ii) the opportunity to acquire all information about Purchaser and the Purchaser Shares and Series X Warrants as Seller has requested to evaluate the merits and risks of its investment in the Purchaser Shares and Series X Warrants understands that the Purchaser Shares and Series X Warrants (i) have not been registered under the Securities Act or under any state securities law; (ii) is being issued to Seller in reliance on exemptions from the registration requirements of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement Securities Act and such representations state securities laws; (iii) are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment“restricted securities” within the meaning of Rule 144 under the Securities Act; and (iv) may not be sold, has transferred or otherwise disposed of unless subsequently registered under the ability Securities Act and applicable state securities laws unless an exemption from registration is then available, (E) is able to bear the economic risk and lack of this investmentliquidity inherent in holding the Purchaser Shares and Series X Warrants. Except for the representations and warranties set forth herein, and can afford a complete loss each Seller acknowledges that Purchaser has made no representations or warranties, implied or expressed, regarding Purchaser, the assets or liabilities of the purchase price for Purchaser, or the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands Shares and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONSeries X Warrants." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Conditional Stock Purchase Agreement (Scopus BioPharma Inc.)

Investment Representations. The Purchaser acknowledges Holder acknowledge that the sale of Warrants and the Warrant Shares by have not been and, except as otherwise provided herein, will not be registered under the Purchaser Act or qualified under applicable state securities laws and that the transferability thereof is restricted by SEC Rule 701the registration provisions of the Act as well as such state laws. The Purchaser hereby affirms as made as Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the date hereof Act, the representations in his or her Option Agreement Securities Exchange Act of 1934, the Rules and such representations are incorporated herein Regulations promulgated by this referencethe Commission thereunder, and any applicable state securities laws. The Purchaser represents Holder further understands and agrees that he/she has no need for liquidity (i) neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in this investmentthe opinion of counsel reasonably satisfactory to the Company, has the ability to bear the economic risk of this investment, an exemption from such registration and can afford a complete loss qualification is available; (ii) any routine sales of the purchase price Company's securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the Commission for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, Company; and (biii) that except as otherwise set forth herein, the Corporation has Company is under no obligation to register the Warrants or the Warrant Shares on its behalf or file to assist it in complying with any exemption from registration statement under federal the Act. The Holder agrees that each certificate representing any Warrant Shares for which the Warrants may be exercised will bear on its face a legend in substantially the following form: Redeemable Common Stock Purchase Warrant-$0.90 issued by Digital Power Corporation These securities have not been registered under the Securities Act of 1933 or qualified under any state securities laws. The certificates representing They may not be sold, hypothecated or otherwise transferred in the Shares will bear absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONCompany that such registration and qualification are not required." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Digital Power Corp)

Investment Representations. The Purchaser acknowledges that the sale of the Shares This Exchange Agreement is made with Holder by the Purchaser is restricted Company in reliance upon the Holder's representations to the Company, which by SEC Rule 701. The Purchaser hereby affirms Holder's acceptance hereof, Holder confirms, except as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents indicated herein, that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that Holder is acquiring the certificates representing shares of Series A Preferred Stock and any shares of Common Stock which Holder may acquire by reason of the Shares will be legended as provided conversion of any shares of Series A Preferred Stock for belowinvestment for its own account and not for the beneficial interest of any other person, and not with a view to the resale or distribution thereof, and that Holder will not distribute, sell or otherwise dispose of the Series A Preferred Shares or shares of Common Stock upon conversion except as permitted under the Securities Act of 1933, as amended (the "Act"), the General Rules and Regulations thereunder, and all applicable State "Blue Sky" laws; (b) Holder has been afforded access to information and has been informed fully concerning the Company, its financial condition and business prospects; (c) Holder's financial circumstance is such as to permit Holder to make this investment without having a present intention or need to liquidate its investment and Holder also acknowledges its awareness that the Corporation has no obligation its investment is subject to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." substantial risk of loss; (d) Holder represents and "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED ACQUIRED FOR INVESTMENT IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED PURSUANT TO SECTION 4(2) OF SAID ACT OR QUALIFIED UNDER REGULATION D THEREUNDER AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. THE SECURITIES LAWS MAY NOT BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE OR ENCUMBERED EXCEPT UPON COMPLIANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SAID ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "AS PERMITTED BY THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONPURCHASE AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR REVIEW ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE SECRETARY OF THE CORPORATIONCOMPANY."

Appears in 1 contract

Samples: Preferred Stock Exchange Agreement (Comprehensive Care Corp)

Investment Representations. (i) The Purchaser Shareholder is acquiring the shares of PentaStar Common Stock to be issued to the Shareholder pursuant to the Transaction (the "PentaStar Shares") for the Shareholder's own account and not on behalf of any other Person; the Shareholder is aware and acknowledges that the sale PentaStar Shares have not been registered under the Securities Act, or applicable state securities laws, and may not be offered, sold, assigned, exchanged, transferred, pledged or otherwise disposed of unless so registered under the Securities Act and applicable state securities laws or an exemption from the registration requirements thereof is available; (ii) the Shareholder (or, if the Shareholder is not an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, the Shareholder through the Shareholder's purchaser representative ("Purchaser Representative") as duly designated pursuant to documentation delivered and reasonably satisfactory to PentaStar on or before the execution of this Agreement (the "Purchaser Representative Documents")) has been furnished all information that the Shareholder (and the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") deems necessary to enable the Shareholder (and the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") to evaluate the merits and risks of an investment in PentaStar (including without limitation the draft dated August 13, 1999 of PentaStar's Registration Statement on SEC Form SB-2 relating to the IPO (the "Registration Statement") and the other information described on Exhibit 3.3(a)(ii); the Shareholder (and the Shareholder's Purchaser Representative if the Shareholder is not an "accredited investor") has had a reasonable opportunity to ask questions of and receive answers from PentaStar concerning PentaStar, the PentaStar Shares and any and all matters relating to the transactions described herein or in the Registration Statement, including, without limitation, the background and experience of the Shares by current and proposed officers and directors of PentaStar, the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as plans for the operations of the date hereof business of PentaStar, the representations business, operations and financial condition of ICM Communications Integration, Inc. and any plans for additional acquisitions, and all such questions, if any, have been answered to the full satisfaction of the Shareholder (and the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor"); (iii) no Person other than the Shareholder has (i) any rights in his and to the PentaStar Shares, which rights were obtained through or her Option Agreement from the Shareholder; or (ii) any rights to acquire the PentaStar Shares, which rights were obtained through or from the Shareholder; (iv) the Shareholder (or the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") has such knowledge and expertise in financial and business matters (including knowledge and expertise in the business and proposed business of PentaStar) that the Shareholder (or the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") is capable of evaluating the merits and risks involved in an investment in the PentaStar Shares; and the Shareholder is financially able to bear the economic risk of the investment in the PentaStar Shares, including a total loss of such representations are incorporated herein by this reference. The Purchaser investment; (v) the Shareholder represents that he/she he has adequate means of providing for his current needs and has no need for liquidity in this investment, his investment in the PentaStar Shares; the Shareholder has no reason to anticipate any material change in his financial condition for the ability to bear foreseeable future; (vi) the economic Shareholder is aware that the acquisition of the PentaStar Shares is an investment involving a risk of loss and that there is no guarantee that the Shareholder will realize any gain from this investment, and can afford a complete loss that the Shareholder could lose the total amount of his investment; (vii) the Shareholder understands that no United States federal or state agency has made any finding or determination regarding the fairness of the purchase price offering of the PentaStar Shares for investment, or any recommendation or endorsement of the offering of the PentaStar Shares; (viii) the Shareholder is acquiring the PentaStar Shares for investment, with no present intention of dividing or allowing others to participate in such investment or of reselling, or otherwise participating, directly or indirectly, in a distribution of PentaStar Shares, and shall not make any sale, transfer or pledge thereof without registration under the Securities Act and any applicable securities laws of any state, unless an exemption from registration is available, as established to the reasonable satisfaction of PentaStar, by opinion of counsel or otherwise; (ix) except as set forth herein, no representations or warranties have been made to the Shareholder (or the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") by PentaStar or any agent, employee or affiliate of PentaStar, and in entering into this transaction the Shareholder is not relying upon any information, other than from the results of independent investigation by the Shareholder (or the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor"); and (x) the Shareholder understands that the PentaStar Shares are being offered to the Shareholder in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that PentaStar is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Shareholder set forth herein (and in the Purchaser Representative Documents, if applicable) in order to determine the applicability of such exemptions and the suitability of the Shareholder to acquire the PentaStar Shares. The Purchaser acknowledges receipt Shareholder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Corporation's condensed consolidated financial informationSecurities Act. The Purchaser also understands and acknowledges (a) that Shareholder's state of residency is Colorado. All the certificates representing the PentaStar Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will shall bear the following legends or substantially similar legendslegend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND CAN NOT BE PERMITTED UNLESS TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED UNTIL EITHER (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND APPLICABLE STATE SECURITIES LAWS OR (II) THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE CORPORATIONCOMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH OR APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pentastar Communications Inc)

Investment Representations. The Purchaser acknowledges Holder acknowledge that the sale of Warrants and the Warrant Shares by have not been and, except as otherwise provided herein, will not be registered under the Purchaser Act or qualified under applicable state securities laws and that the transferability thereof is restricted by SEC Rule 701the registration provisions of the Act as well as such state laws. The Purchaser hereby affirms as made as Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the date hereof Act, the representations in his or her Option Agreement Exchange Act, the Rules and such representations are incorporated herein Regulations promulgated by this referencethe Commission thereunder, and any applicable state securities laws. The Purchaser represents Holder further understands and agrees that he/she has no need for liquidity (i) neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in this investmentthe opinion of counsel reasonably satisfactory to the Company, has the ability to bear the economic risk of this investment, an exemption from such registration and can afford a complete loss qualification is available; (ii) any routine sales of the purchase price Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the Commission for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, Company; and (biii) that except as otherwise set forth herein, the Corporation has Company is under no obligation to register the Warrants or the Warrant Shares on its behalf or file to assist it in complying with any exemption from registration statement under federal the Act. The Holder agrees that each certificate representing any Warrant Shares for which the Warrants may be exercised will bear on its face a legend in substantially the following form: These securities have not been registered under the Securities Act of 1933 or qualified under any state securities laws. The certificates representing They may not be sold, hypothecated or otherwise transferred in the Shares will bear absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATECompany that such registration and qualification are not required. Common Stock Warrant Issued by Mateon Therapeutics, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."Inc.

Appears in 1 contract

Samples: Common Stock Warrant (Mateon Therapeutics Inc)

Investment Representations. The Purchaser Each Member by executing this Agreement represents and warrants to Parent, that such Member is acquiring the Restricted Parent Exchange Shares hereunder as a result of the dissolution of the Company for such Member's own account for investment, with no present intention of reselling or otherwise distributing the same, except (i) pursuant to an offering of shares duly registered under the Securities Act, or (ii) under other circumstances which in the opinion of such Member's counsel to Parent at the time does not require registration under the Securities Act. Each Member by executing this Agreement further covenants and represents that none of the shares of Parent Common Stock that will be issued to such Member pursuant to the plan of reorganization set forth in this Agreement will be offered, sold, assigned, pledged, transferred, or otherwise disposed of by such Member except after full compliance with all of the applicable provisions of the Securities Act and the rules and regulations of the Securities and Exchange Commission provided, however, Parent acknowledges that the Company or the Members intend to sell the Unrestricted Parent Exchange Shares immediately following the Closing. The Company and each Member hereby confers full authority upon Parent to instruct its transfer agent not to transfer any of the Restricted Parent Exchange Shares until it has received written approval from Parent to the effect that the provisions of this Section have been satisfied. The Company and each Member acknowledges that Parent shall place a stop transfer order against the transfer of the Restricted Parent Exchange Shares and the Unrestricted Parent Exchange Shares owned by the Company (or by a Member upon the dissolution of the Company or by the Third Party Purchaser upon the sale of the Shares by Unrestricted Parent Exchange Shares) until the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as holder thereof satisfies one of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity conditions set forth in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the SharesSection. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the All stock certificates representing the Restricted Parent Exchange Shares will and the Unrestricted Parent Exchange Shares shall be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear endorsed with the following legends or substantially similar legendsrestrictive legend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS i) A REGISTRATION STATEMENT UNDER THE SUCH SECURITIES ACT IS IN EFFECT AS TO OR SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RULE 144 UNDER THE ACTREGARD THERETO, OR IN (ii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION, CORPORATION AND ITS COUNSEL THAT REGISTRATION UNDER THE SUCH SECURITIES ACT IS UNNECESSARY IN ORDER FOR OR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Popmail Com Inc)

Investment Representations. The Purchaser Securities subscribed to pursuant to this Subscription Agreement will be purchased for Subscriber’s own account and will be held for investment and not with the view to, or for resale in connection with, any distribution thereof. By such representation Subscriber means that Subscriber intends to hold the Securities for investment without the intent of participating directly or indirectly in a distribution thereof, and that Subscriber does not intend to dispose of all or any part of the Securities unless Subscriber determines that some change in Subscriber’s personal circumstances, by reason of some intervening event not now in contemplation, has occurred which makes such disposition necessary. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement. Subscriber agrees that Subscriber will not in any way transfer or dispose of any of the Securities unless either the Securities are covered by an effective registration statement under the Securities Act, or the transfer or disposition is exempt from the registration requirements of the Securities Act. Subscriber further agrees that Subscriber will not in any way transfer or dispose of any of the Securities in violation of any other applicable securities laws and regulations, or in violation of any other applicable law. Subscriber hereby agrees that the Securities shall be transferable only on the books of the Company, and that no transfer shall be made on the books of the Company and no attempted transfer shall be effective unless and until the request for transfer is accompanied by an opinion of counsel of the Company, or an opinion of counsel for Subscriber which is acceptable to the Company, in their reasonable discretion, to the effect that neither the sale nor the proposed transfer results in a violation of the Securities Act, any other applicable securities laws and regulations, or any other applicable law of which said counsel is aware. Subscriber hereby acknowledges that the sale Company is under no obligation to assist Subscriber financially or otherwise in registering the Securities under the Securities Act or any other applicable securities laws and regulations, or in obtaining said opinion of counsel, and Subscriber agrees to bear the entire cost of obtaining any such opinion. Subscriber agrees that a legend in substantially the following form may be placed on any certificate or certificates delivered to Subscriber or any substitutes therefor: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL AND STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF ITS COUNSEL. (c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares by the Purchaser Securities. Subscriber acknowledges that Subscriber is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability able to bear the economic risk of this investment, losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and can afford a complete loss has taken full cognizance of and understands all of the risk factors relating to the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONSecurities." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Subscription Agreement (Majestic Funding Partners, LLC)

Investment Representations. Each Purchaser is acquiring the Shares for -------------------------- its own account as the sole beneficial owner thereof for the purpose of investment and not with a view to distribution or resale thereof except pursuant to the provisions of Regulation S (as defined below) registration under the Securities Act or exemption therefrom. The acquisition by each Purchaser acknowledges that the sale of the Shares acquired by it shall constitute a confirmation of this representation by such Purchaser. Each Purchaser further represents that it understands and agrees that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof shall, until such Shares are registered under the Securities Act or may be transferred in the United States without registration thereunder pursuant to the provisions of Regulation S as promulgated by the Purchaser is restricted by SEC Rule 701Securities Exchange Commission (the "SEC") under the Securities Act ("Regulation S"), shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "These securities have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered, sold, pledged or otherwise transferred except in accordance with the provisions of Regulation S promulgated under the Act, pursuant to registration under the Act, or pursuant to an available exemption from registration under the Act. In addition, hedging transactions involving these securities may not be conducted unless in compliance with the Act." The Purchaser hereby affirms as made as Company agrees to remove such legend from a certificate evidencing the Shares reasonably promptly upon request of the date hereof registered holder thereof if the representations securities evidenced thereby have been registered under the Securities Act or may be publicly sold in his or her Option Agreement the United States and to U.S. persons without registration under the Securities Act. Upon the reasonable request of the Company, any holder making such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity a request shall be required to deliver to the Company an opinion of counsel, in this investment, has the ability to bear the economic risk of this investmentform and substance, and can afford a complete loss of from counsel, reasonably satisfactory to the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) Company, that the certificates securities evidenced thereby may be so publicly sold without registration under the Securities Act. In addition, each certificate representing the Shares will shall, until such Shares are registered under the Securities Act or otherwise may be legended publicly sold without registration under the Securities Act, shall bear a legend, prominently stamped or printed thereon, reading substantially as provided for belowfollows: "These securities have not been registered under the Securities Act of 1933, as amended (the "Act"), and (b) may not be offered, sold, pledged or otherwise transferred except pursuant to registration under the Act or pursuant to an available exemption from registration under the Act." The Company agrees to remove such legend from a certificate evidencing the Shares reasonably promptly upon request of the registered holder thereof if the securities evidenced thereby have been registered under the Securities Act or may be publicly sold without registration under the Securities Act. Upon the reasonable request of the Company, any holder making such a request shall be required to deliver to the Company an opinion of counsel, in form and substance, and from counsel, reasonably satisfactory to the Company, that the Corporation has no obligation to register securities evidenced thereby may be so publicly sold without registration under the Shares or file any registration statement under federal or state securities lawsSecurities Act. The certificates In addition, each certificate representing the Shares will bear shall, for so long as the following legends or substantially similar legends: Shares are subject to the restrictions contained in Section 10.1 of the Registration Rights and Stockholders' Agreement, to be dated the date of the Closing, by and between the Purchasers and the Company (the "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACTRegistration Rights Agreement"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATEbear a legend substantially similar to the following: "The securities represented by this certificate are also subject to restrictions contained in that certain Registration Rights and Stockholders' Agreement, dated as of _____, 2000, by and between the Company, Banco Itau, S.A. and Banco Xxxxxx, X.X., and may not be sold, pledged or otherwise transferred except upon compliance with the terms thereof. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSThe Company will furnish a copy of the full text of such Registration Rights and Stockholders' Agreement to the registered holder of this certificate upon written request and without charge." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONThe Company agrees to remove such legend from a certificate evidencing any of the Shares reasonably promptly upon request of the registered holder thereof if the restrictions contained in such agreement are no longer applicable to all of the Shares evidenced by such certificate."

Appears in 1 contract

Samples: Letter Agreement (America Online Latin America Inc)

Investment Representations. The Purchaser acknowledges that is purchasing the sale Securities for its own account and not with a view to the resale, distribution or other disposition thereof in violation of the Shares by the Purchaser is restricted by SEC Rule 701registration requirements of U.S. securities laws. The Purchaser hereby affirms as made as is an “accredited investor” that meets one or more of the date hereof criteria in Rule 501(a) of Regulation D under the representations in his or her Option Agreement Securities Act and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has is authorized to consummate the ability to bear the economic risk of this investment, and can afford a complete loss purchase of the purchase price for the SharesSecurities. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing offer and sale of the Shares will be legended as provided for below, and Securities have not been registered under the Securities Act or the securities Laws of any state or other jurisdiction (b) that the Corporation has no obligation Securities are being offered and sold pursuant to register an exemption from registration under the Shares or file any registration statement Securities Act provided by Section 4(2) of Securities Act, and exemptions under federal or applicable state securities lawsLaws; and (c) that the Securities will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or the Purchaser has furnished to the Company an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Company to the effect that the proposed transfer may be made without registration under the Securities Act and any applicable state securities Laws. The certificates representing foregoing, however, does not limit or modify the Shares representations and warranties of the Company in this Agreement or the right of the Purchaser to rely thereon. Purchaser understands and agrees that the Securities will bear the following legends or a legend substantially similar legendsto the legend set forth below in addition to any other legend that may be required by applicable Law or by the Company’s Organizational Documents, as the same may be amended from time to time, or by any agreement between the Company and Purchaser: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES , AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE SUBJECT REGISTERED UNDER SUCH ACT, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION'S RIGHT COMPANY IS OBTAINED TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONEFFECT THAT SUCH REGISTRATIONS ARE NOT REQUIRED. The Purchaser acknowledges and agrees that it is not purchasing Securities as a result of “general solicitation” or “general advertising”, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONas such terms are defined in Regulation D under the Securities Act. If the Purchaser is acquiring any Securities as a fiduciary or agent for one or more investor accounts, it represents that it has full power to make the foregoing representations, warranties and agreements on behalf of each such account and that the foregoing representations, warranties and agreements are true and correct and will be binding upon each such account."

Appears in 1 contract

Samples: Stock Purchase Agreement (BioAmber Inc.)

Investment Representations. The Purchaser In connection with the acquisition of the Common Stock, the Series A Preferred Stock and the Junior Note, Triad represents and warrants that the Common Stock, the Series A Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view to distribution or other transfer and will be held for its own individual account. Further, it is understood that such Common Stock, the Series A Preferred Stock and the Junior Note have not been registered under the Federal Securities Act of 1933, as amended (the "1933 Act"), or under the State Securities Laws, in reliance upon exemption from registration contained in those acts. Triad acknowledges that ILD's reliance upon such exemptions is based in part on the sale representations, warranties, and agreements of Triad contained in this Agreement. Triad acknowledges and agrees that it may not sell, transfer, assign or otherwise dispose of the Shares by Common Stock, the Purchaser Series A Preferred Stock or the Junior Note unless there is restricted by SEC Rule 701. The Purchaser hereby affirms as made as in effect a registration statement under the 1933 Act and all applicable state securities laws covering such transfer or unless such transfer is exempt from the registration requirements of the 1933 Act and all applicable State Securities Laws. Triad further represents and warrants to ILD that ILD has made available to Triad, prior to the date hereof hereof, the representations opportunity to ask questions of and to receive answers from representatives of ILD and Intellicall and to obtain any additional information to the extent ILD or Intellicall possesses such information or could acquire it without unreasonable effort or expense: (i) relative to ILD and an investment in his the Common Stock, the Series A Preferred Stock and the Junior Note; and (ii) necessary to verify the accuracy of any information, documents, books or her Option Agreement records furnished. All such materials and information requested by Triad, including any information requested to verify any information furnished, has been made available and examined. Triad further represents and warrants to ILD that Triad, together with such representations are incorporated herein by this reference. The Purchaser represents that he/she other persons, if any, with whom Triad has no found it necessary to consult, has sufficient knowledge and experience in business and financial matters to evaluate ILD, and the risk of an investment in the Series A Preferred Stock and the Junior Note, without need for liquidity the additional information which would be required to be included in this investmenta registration statement effective under the 1933 Act or any other applicable State Securities Laws. Triad further represents and warrants to ILD that Triad's investment in the Common Stock, has the ability Series A Preferred Stock and the Junior Note shall be in accord with the nature and size of Triad's investments and net worth, and Triad is and shall be financially able to bear the economic risk of this its investment, including the ability to afford holding the Series A Preferred Stock and can the Junior Note for an indefinite period or to afford a complete loss of Triad's investment therein. Triad has sufficient liquid assets to pay the fully purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial informationSeries A Preferred Stock and the Junior Note. The Purchaser also understands It is further agreed and acknowledges (a) understood by Triad that the certificates representing the Shares stop-transfer instructions will be legended noted on the appropriate records of ILD and that a restrictive legend shall be affixed to each Common Stock, the Series A Preferred Stock and the Junior Note purchased in accordance with this Agreement, reading as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legendsfollows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED MAY NOT BE SOLD OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFERRED UNLESS SUCH TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER OR SALE IS MADE IN ACCORDANCE COMPLIANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT ALL FEDERAL AND WITH APPLICABLE STATE SECURITIES LAWS." ". THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN TERMS OF A SHAREHOLDERS' AGREEMENT WITH DATED AS OF MAY , 1996 BY AND AMONG THE CORPORATIONCORPORATION AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AND IS AVAILABLE FOR REVIEW INSPECTION AT THE PRINCIPAL OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Organization Agreement (Intellicall Inc)

Investment Representations. The Purchaser (i) He or she acknowledges being informed that the sale common stock in ANI being exchanged is not registered under the Securities Act of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his 1933 or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares law and will bear a restrictive legend in substantially the following legends or substantially similar legendsformat: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD (AS DEFINED BY RULE 902(m) ADOPTED UNDER REGULATION S OF THE ACT), NOR HAVE THEY BEEN REGISTERED THESE SECURITIES CANNOT BE OFFERED OR QUALIFIED SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(o) ADOPTED UNDER REGULATION S OF THE ACT), UNLESS THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE EXPIRATION OF THE ONE YEAR RESTRICTED PERIOD, THE PURCHASER OF THE SECURITIES (WHO IS NOT A DISTRIBUTOR, DEALER OR SUBUNDERWRITER) MAY RESELL THE SHARES ONLY IN A TRANSACTION EFFECTIVE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S AND PROVIDED THE PURCHASER DOES NOT SOLICIT PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE IN SELLING EFFORTS IN THE UNITED STATES. AFTER THE ONE YEAR RESTRICTED PERIOD EXPIRES, THE SECURITIES CAN BE SOLD IN THE UNITED STATES ONLY IF REGISTERED OR IF, IN THE OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATIONCOMPANY, AN EXEMPTION FROM REGISTRATION UNDER IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL FOR THE ACT IS UNNECESSARY HOLDER OF THE SECURITIES REPRESENTED HEREBY TO ENGAGE IN ORDER FOR SUCH TRANSFER TO COMPLY HEDGING TRANSACTIONS EXCEPT IN COMPLIANCE WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSACT." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement for Share Exchange (Asia Network, Inc.)

Investment Representations. The Purchaser In connection with the acquisition of the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note, Intellicall represents and warrants that the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view to distribution or other transfer and will be held for its own individual account. Further, it is understood that such Common Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note have not been registered under the Federal Securities Act of 1933, as amended (the "1933 Act"), or under the state securities acts or blue sky laws and regulations of the State of Delaware or any other State (collectively, the "State Securities Laws"), in reliance upon exemption from registration contained in those acts. Intellicall acknowledges that ILD's reliance upon such exemptions is based in part on the sale representations, warranties, and agreements of Intellicall contained in this Agreement. Intellicall acknowledges and agrees that it may not sell, transfer, assign or otherwise dispose of the Shares by Common Stock, the Purchaser Series A Preferred Stock, the Series B Preferred Stock or the Junior Note unless there is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford effect a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or the 1933 Act and all applicable state securities lawslaws covering such transfer or unless such transfer is exempt from the registration requirements of the 1933 Act and all applicable State Securities Laws and subject to certain transfer restrictions in the Shareholders Agreement described in Section 8.3. The certificates representing It is further agreed and understood by Intellicall that stop-transfer instructions will be noted on the Shares will bear appropriate records of ILD and that a restrictive legend shall be affixed to the following legends or substantially similar legendsCommon Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Junior Note, reading as follows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED MAY NOT BE SOLD OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFERRED UNLESS SUCH TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER OR SALE IS MADE IN ACCORDANCE COMPLIANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT ALL FEDERAL AND WITH APPLICABLE STATE SECURITIES LAWS." ". THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN TERMS OF A SHAREHOLDERS' AGREEMENT WITH DATED AS OF MAY , 1996 BY AND AMONG THE CORPORATIONCORPORATION AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AND IS AVAILABLE FOR REVIEW INSPECTION AT THE PRINCIPAL OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Organization Agreement (Intellicall Inc)

Investment Representations. The Purchaser (i) Each Shareholder is acquiring the shares of PentaStar Common Stock to be issued to such Shareholder pursuant to this Agreement (the "PentaStar Shares") for such Shareholder's own account and not on behalf of any other Person; each Shareholder is aware and acknowledges that the sale PentaStar Shares have not been registered under the Securities Act, or applicable state securities laws, and may not be offered, sold, assigned, exchanged, transferred, pledged or otherwise disposed of unless so registered under the Securities Act and applicable state securities laws or an exemption from the registration requirements thereof is available; (ii) each Shareholder (or, if such Shareholder is not an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, such Shareholder through such Shareholder's purchaser representative ("Purchaser Representative") as duly designated pursuant to documentation delivered and reasonably satisfactory to PentaStar on or before the execution of this Agreement (the "Purchaser Representative Documents")) has been furnished all information that such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") deems necessary to enable such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") to evaluate the merits and risks of an investment in PentaStar, including, without limitation, the information described on Exhibit 3.1(u)(ii); each Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor"), has had a reasonable opportunity to ask questions of and receive answers from PentaStar concerning PentaStar, the PentaStar Shares and any and all matters relating to the transactions described herein or in the information described on Exhibit 3.1(u)(ii), and all such questions, if any, have been answered to the full satisfaction of such Shareholder (and such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor"); (iii) no Person other than such Shareholder has (A) any rights in and to the PentaStar Shares, which rights were obtained through or from such Shareholder; or (B) any rights to acquire the PentaStar Shares, which rights were obtained through or from such Shareholder; (iv) each Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") has such knowledge and experience in financial and business matters (including knowledge and experience in the business and proposed business of PentaStar) that such Shareholder (or such Shareholder's Purchaser Representative, if such Shareholder is not an "accredited investor") is capable of evaluating the merits and risks involved in an investment in the PentaStar Shares; and such Shareholder is financially able to bear the economic risk of the Shares by investment in the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as PentaStar Shares, including a total loss of the date hereof the representations in his or her Option Agreement such investment; (v) each Shareholder has adequate means of providing for such Shareholder's current needs and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, such Shareholder's investment in the PentaStar Shares; each Shareholder has no reason to anticipate any material change in such Shareholder's financial condition for the ability to bear foreseeable future; (vi) each Shareholder is aware that the economic acquisition of the PentaStar Shares is an investment involving a risk of loss and that there is no guarantee that such Shareholder shall realize any gain from this investment, and can afford a complete loss that such Shareholder could lose the total amount of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also its investment; (vii) each Shareholder understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under United States federal or state agency has made any finding of determination regarding the fairness of the offering of the PentaStar Shares for investment, or any recommendation or endorsement of the offering of the PentaStar Shares; (viii) each Shareholder is acquiring the PentaStar Shares for investment, with no present intention of dividing or allowing others to participate in such investment or of reselling, or otherwise participating, directly or indirectly, in a distribution of PentaStar Shares, and shall not make any sale, transfer or pledge thereof without registration under the Securities Act and any applicable securities laws. The certificates representing laws of any state, unless an exemption from registration is available, as established to the Shares will bear the following legends reasonable satisfaction of PentaStar, by opinion of counsel or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATEotherwise; (ix) except as set forth herein, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."no representations or warranties have been

Appears in 1 contract

Samples: Pentastar Communications Inc

Investment Representations. (i) The Purchaser acknowledges that Stockholder (A) is acquiring the sale shares of the Shares by Purchaser Common Stock being issued to the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms Stockholder pursuant to the Merger for investment and for the Stockholder's own account and not as made as a nominee or agent for any other person and with no present intention of distributing or reselling such shares or any part thereof in any transactions that would be in violation of the date hereof Securities Act or any state securities or "blue-sky" laws, (B) has had an opportunity to ask questions of and has received satisfactory answers from the representations officers of Purchaser or persons acting on Purchaser's behalf concerning Purchaser and the terms and conditions of an investment in his Purchaser Common Stock, (C) has sufficient knowledge and experience in financial affairs and is capable of evaluating the risks of acquiring and holding shares of Purchaser Common Stock, (d) is aware of Purchaser's business affairs and financial condition and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to acquire the shares of Purchaser Common Stock to be issued to him or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity it in this investmentthe Merger, has the ability to bear the economic risk of this investment, and (E) can afford to suffer a complete loss of his or her investment in shares of Purchaser Common Stock and (F) understands (1) that the purchase price shares of Purchaser Common Stock to be issued to him or her in the Merger have not been registered for sale under the Shares. The Purchaser acknowledges receipt Securities Act or any state securities or "blue-sky" laws in reliance upon an exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Corporation's condensed consolidated financial information. The investment intent of the Stockholder as expressed hereunder, (2) that such shares of Purchaser also understands Common Stock must be held indefinitely and acknowledges not sold until such shares are registered under the Securities Act and any applicable state securities or "blue-sky" laws, unless an exemption from such registration is available, (a3) that, except as provided in Section 7.3, Purchaser is under no obligation to so register such shares and (4) that the certificates representing the Shares evidencing such shares will be legended imprinted with a legend in the form set forth in Section 7.3(c) that prohibits the transfer of such shares, except as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONin Section 7.2." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ivillage Inc)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) Seller understands that the certificates representing offer, sale and transfer of the Shares will shares of CB&I Stock to be legended as provided for belowissued to Seller hereunder (i) have not been registered with the SEC or pursuant to any state securities laws in reliance on the exemption afforded by Section 4(2) of the Securities Act and comparable exemptions from applicable state laws, and (bii) that such shares will be restricted securities under the Corporation has no obligation to register the Shares or file any registration statement under federal or state Securities Act and various states' securities laws, and that these laws impose limitations on the Persons to whom sales of shares may be made. The certificates representing shares of the Shares CB&I Stock to be delivered to Seller as part of the Stock Consideration will bear the following legends or a legend substantially similar legendsas follows: "OWNERSHIP THE ISSUANCE OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), NOR HAVE THEY BEEN ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED OR QUALIFIED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND CHICAGO BRIDGE & IRON COMPANY N.V. (THE "COMPANY") SHALL HAVE BEEN FURNISHED WITH AN 32 40 OPINION OF ANY STATECOUNSEL, SATISFACTORY TO THE COMPANY, TO SUCH EFFECT. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT DATED AS OF _________, 2000 BETWEEN THE COMPANY AND WEDGE GROUP INCORPORATED (THE "SHAREHOLDER AGREEMENT"). NO TRANSFER OF SUCH SECURITIES THESE SHARES WILL BE PERMITTED EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER AND UNTIL THE ACT TERMS AND CONDITIONS OF SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN EFFECT AS TO VIOLATION OF SUCH TRANSFERSHAREHOLDER AGREEMENT. A COPY OF THE SHAREHOLDER AGREEMENT IS ON FILE AT THE ADMINISTRATIVE OFFICES OF THE COMPANY IN PLAINFIELD, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL ILLINOIS AND WILL BE FURNISHED WITHOUT CHARGE TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR HOLDER OF SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "SHARES UPON WRITTEN REQUEST. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN SHAREHOLDER AGREEMENT WITH AND NO VOTE OF SUCH SHARES THAT CONTRAVENES THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONSHAREHOLDER AGREEMENT SHALL BE EFFECTIVE."

Appears in 1 contract

Samples: Shareholder Agreement (Chicago Bridge & Iron Co N V)

Investment Representations. The Purchaser While the Corporation’s common stock is currently listed on the NYSE American, the Member acknowledges that there are no assurances that such listing will be continued or that a liquid public market for the sale of the Shares by the Purchaser is restricted by SEC Rule 701Corporation’s common stock will be sustained. The Purchaser hereby affirms as made as Member is acquiring the Second Tranche Shares, the First Marking Period Earnout Shares, the Remaining Earnout Rights and the Remaining Earnout Shares, if issued, for its own account with the present intention of the date hereof the representations in his or her Option Agreement and holding such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need securities for liquidity in this investment, has the ability to bear the economic risk purposes of this investment, and can afford it has no intention of distributing either the Second Tranche Shares, the First Marking Period Earnout Shares, the Remaining Earnout Rights and/or the Remaining Earnout Shares, if issued, or selling, transferring or otherwise disposing of such securities in a complete loss public distribution, in any of such instances, in violation of the purchase price for federal securities laws of the SharesUnited States of America. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also Member understands and acknowledges that (a) that the certificates representing Second Tranche Shares, the Shares First Marking Period Earnout Shares, the Remaining Earnout Rights and the Remaining Earnout Shares, if issued, will be legended “restricted securities,” as provided for below, and defined in Rule 144 promulgated under the Securities Act; (b) that such securities will be subject to restrictions on transfer as set forth in the Securities Act and this Agreement; (c) the Corporation has no obligation or present intention to register the Shares securities for resale; and (d) the Second Tranche Shares, the First Marking Period Earnout Shares, the Remaining Earnout Rights and the Remaining Earnout Shares, if issued, may not be distributed, re-offered or file any resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under federal or state securities lawsthe Securities Act at such time as each such security becomes eligible for resale by such Member. The Member acknowledges that upon any future distribution by it of the Second Tranche Shares, the First Marking Period Earnout Shares, the Remaining Earnout Rights and/or the Remaining Earnout Shares, if issued, to any other third party, as a condition precedent to such distribution, the receiving party(ies) will be required to execute agreements for the benefit of the Corporation in a form and substance satisfactory to it acknowledging and consenting to the foregoing investment representations and the restrictions on transfer. There are no certificates representing being issued to evidence the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONRemaining Earnout Rights." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Distribution Agreement (cbdMD, Inc.)

Investment Representations. The Purchaser acknowledges Each of the Stockholders represents, warrants and acknowledges: (i) that he is acquiring the Parent Stock hereunder for his own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution thereof, nor with any present intention of selling or otherwise disposing of the same; (ii) that he is an "accredited investor" (as that term is defined in Rule 501 promulgated by the SEC under the Securities Act of 1933, as amended (the "Securities Act"); and (iii) that he is fully informed that the sale shares of Parent Stock sold hereunder are being sold pursuant to a private offering exemption under the Shares by Securities Act and are not being registered under the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as Securities Act or under the securities or Blue Sky laws of the date hereof the representations in his any state or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investmentforeign jurisdiction, and can afford a complete loss of that such shares must be held indefinitely unless they are subsequently registered under the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands Securities Act and acknowledges (a) that the certificates representing the Shares will be legended as provided for belowany applicable state securities or Blue Sky laws, or unless an exemption from registration is available thereunder, and (b) that the Corporation Parent has no obligation to register such shares (subject to the Shares or file any registration statement under federal or state securities lawsRegistration Rights Agreement referenced in Section 5.10 hereof). The certificates Each certificate representing the Shares will shares of Parent Stock shall bear legends substantially in the following legends or substantially similar legendsform: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT")AMENDED, NOR HAVE THEY BEEN AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSNOT REQUIRED." "THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES OF CAPITAL STOCK AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF THE SUBSEQUENT CLASSES OR SERIES." "THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN SHELXXXX, XXC. AND NORWEST BANK MINNESOTA, N.A. DATED AS OF JUNE 16, 1996 AND AMENDED ON JULY 25, 1998 AND NOVEMBER 10, 2000, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS AVAILABLE FOR REVIEW ON FILE AT THE OFFICE PRINCIPAL OFFICES OF SHELXXXX, XXC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. SHELXXXX, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE SECRETARY RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO, OR HELD BY, AN ACQUIRING PERSON, OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE CORPORATIONRIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sheldahl Inc)

Investment Representations. (i) The Purchaser acknowledges Stock and Warrants to be issued to the InPath Members hereunder (the "InPath Members Securities") are being acquired for the InPath Members' own account for investment purposes only and without any present intention to sell, transfer or otherwise dispose of the same (except in compliance with clause (v) hereof); (ii) the InPath Members have such knowledge and experience in financial matters that they are capable of evaluating the merits and risks of their investment in the InPath Members Securities; (iii) the InPath Members understand that the sale InPath Members Securities have not been registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any securities laws of any state of the Shares by United States ("Blue Sky Laws"); (iv) the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms InPath Members are fully informed as made as to the applicable limitations upon any distribution or resale of the date hereof InPath Members Securities under such Securities Act and Blue Sky Laws and that the representations in his InPath Members Securities may not be distributed or her Option Agreement and resold if such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford distribution or resale would constitute a complete loss violation of the purchase price for Securities Act or Blue Sky Laws; and (v) the Shares. The Purchaser acknowledges receipt InPath Members will not sell, transfer, assign, pledge or otherwise distribute any of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges InPath Members Securities unless (a) that there is an effective registration statement under the certificates representing the Shares will be legended as provided for belowSecurities Act and Blue Sky Laws covering such InPath Members Securities, and (b) that such sale, transfer, assignment, pledge or other distribution is exempt from the Corporation has no obligation registration or qualification requirements of the Securities Act and Blue Sky Laws or (c) the Securities Act and Blue Sky Laws are inapplicable to register such transaction. In connection with the Shares or file any registration statement under federal or state securities laws. The certificates foregoing, the InPath Members agree and consent to the inclusion on the certificate(s) representing the Shares will bear InPath Members Securities of the following legends or substantially similar legendslegend: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, AND HAVE BEEN TAKEN BY THE ISSUEE FOR INVESTMENT PURPOSES. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED ("ACT"), NOR a) UNLESS THEY HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SAID ACT, OR IN (b) UNLESS SUCH REGISTRATION IS EXPRESSLY WAIVED BY THE COMPANY, OR THE TRANSFER AGENT (OR THE COMPANY, IF THEN ACTING AS ITS TRANSFER AGENT) IS PRESENTED WITH A WRITTEN OPINION OF SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE CORPORATION, EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT IS UNNECESSARY IN ORDER FOR CIRCUMSTANCES OF SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWSSALE OR TRANSFER." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATIONThe foregoing may be relied upon by Bxxx and also by: (i) Bxxx'x counsel on the date hereof, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATIONBerlack, Israels and Lxxxxxxx LLP, New York, New York, in connection with any opinion or other letter that they may deliver in respect of the issuance and delivery of any of the InPath Members Securities, and (ii) the Company's transfer agent, Continental Stock Transfer & Trust Company, in connection with their effectuation of such issuance and delivery."

Appears in 1 contract

Samples: Stock and Membership Interest Exchange Agreement (Bell National Corp)

Investment Representations. The Purchaser acknowledges is acquiring the Shares for its own account and the Shares were acquired by it for the purpose of investment and not with a view to distribution or resale thereof in violation of the Securities Act and the rules and regulations promulgated thereunder. The Purchaser understands that the sale none of the Shares by and Conversion Shares has been registered under the Purchaser Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is restricted by SEC Rule 701available. The Purchaser hereby affirms as made as agrees not to resell or otherwise dispose of all or any part of the date hereof Shares purchased by it or the representations in his or her Option Agreement Conversion Shares, except as permitted by law, including, without limitation, any regulations under the Securities Act and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has other applicable securities laws; the ability to bear the economic risk of this investment, Company does not have any present intention and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has is under no obligation to register the Shares or file any registration statement Conversion Shares under federal or state the Securities Act and other applicable securities laws. The Purchaser further represents that it understands and agrees that all certificates representing evidencing any of the Shares will or Conversion Shares, whether upon initial issuance or upon any transfer thereof, shall bear the following legends a legend, prominently stamped or printed thereon, reading substantially similar legendsas follows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 19331933 OR ANY OTHER SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, AS AMENDED ("ACT")SOLD, NOR HAVE THEY BEEN REGISTERED DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR QUALIFIED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES LAWS ACT OF 1933 AND ANY STATE. NO TRANSFER OF SUCH OTHER APPLICABLE SECURITIES WILL BE PERMITTED LAWS, UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION, CORPORATION THAT SUCH REGISTRATION UNDER IS NOT REQUIRED OR THE ACT TRANSFEREE IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE AFFILIATE OF THE SECRETARY OF THE CORPORATIONHOLDER."

Appears in 1 contract

Samples: Board Agreement (Cytrx Corp)

Investment Representations. The Purchaser acknowledges Holder acknowledge that the sale of Warrants and the Warrant Shares by have not been and, except as otherwise provided herein, will not be registered under the Purchaser Act or qualified under applicable state securities laws and that the transferability thereof is restricted by SEC Rule 701the registration provisions of the Act as well as such state laws. The Purchaser hereby affirms as made as Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the date hereof Act, the representations in his or her Option Agreement Securities Exchange Act of 1934, the Rules and such representations are incorporated herein Regulations promulgated by this referencethe Commission thereunder, and any applicable state securities laws. The Purchaser represents Holder further understands and agrees that he/she has no need for liquidity (i) neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in this investmentthe opinion of counsel reasonably satisfactory to the Company, has the ability to bear the economic risk of this investment, an exemption from such registration and can afford a complete loss qualification is available; (ii) any routine sales of the purchase price Company's securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the Commission for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, Company; and (biii) that except as otherwise set forth herein, the Corporation has Company is under no obligation to register the Warrants or the Warrant Shares on its behalf or file to assist it in complying with any exemption from registration statement under federal the Act. The Holder agrees that each certificate representing any Warrant Shares for which the Warrants may be exercised will bear on its face a legend in substantially the following form: Redeemable Common Stock Purchase Warrant-$0.80 issued by Digital Power Corporation These securities have not been registered under the Securities Act of 1933 or qualified under any state securities laws. The certificates representing They may not be sold, hypothecated or otherwise transferred in the Shares will bear absence of an effective registration statement under that Act or qualification under applicable state securities laws without an opinion counsel reasonably acceptable to the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONCompany that such registration and qualification are not required." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Digital Power Corp)

Investment Representations. The Purchaser acknowledges that Each Seller is acquiring the sale Nematron Stock (defined in Section 3.04) for its own account and not with a view to distribution or resale thereof in any transaction which would be in violation of the Shares by Securities Act of 1933, as amended (the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as "Securities Act") and rules promulgated thereunder, or any state securities statute, and agrees not to sell, hypothecate or otherwise dispose of all or any part of the date hereof Nematron Stock unless such Nematron Stock has been registered under the representations Securities Act and applicable state or other securities laws or in his or her Option Agreement the opinion of counsel for the Sellers, which counsel and which opinion are reasonably satisfactory to Purchaser, an exemption from the registration requirements of the Securities Act and such representations are incorporated herein by this referencestate or other laws is available. The Purchaser represents Dennxx Xxxxx xxx Sheixx Xxxxx xxxresent that he/she has no need for liquidity each is an "accredited investor" as defined in this investment, has Rule 501 under Regulation D promulgated under the ability to Securities Act. Each Seller can bear the economic risk of this investment, losing its investment in the Nematron Stock and can is presently able to afford a the complete loss of such investment. Each Seller has such knowledge and experience in financial and business matters so as to be capable of evaluating the purchase price for merits and risks of an investment in the SharesNematron Stock. The Each Seller has been furnished with the information listed on Schedule 1.26 attached hereto (the "Nematron Information") and acknowledges that it has been afforded the opportunity (i) to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Purchaser acknowledges receipt concerning the merits and risks of investing in the Nematron Stock and (ii) to obtain such additional information which Purchaser possesses or can acquire without unreasonable effort or expense that is necessary to verity the accuracy and completeness of the Corporationinformation contained in the Nematron Information. Each Seller acknowledges that Purchaser has answered all questions and responded to all inquiries and requests for information to such Seller's condensed consolidated financial informationsatisfaction. The Each Seller acknowledges that it has made, independently and without reliance upon the Purchaser also understands (other than the representations and warranties of the Purchaser set forth in Article II hereof) or any agent or representative of the Purchaser and based on its own independent analysis of the Purchaser and such other documents and information as it has deemed appropriate, its own investment analysis and its own business decision to enter into and consummate this Agreement and the transactions contemplated hereby. Each Seller acknowledges (a) that Purchaser does not guarantee the certificates representing price or value of the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities lawsNematron Stock. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP II REPRESENTATIONS AND WARRANTIES OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."PURCHASER

Appears in 1 contract

Samples: Stock Purchase Agreement (Nematron Corp)

Investment Representations. The Purchaser acknowledges that the sale Each of the Shares by Shareholders and the Purchaser Trustees is restricted by SEC Rule 701. The Purchaser hereby affirms as made as acquiring the Merger Consideration for its own account and not with a view to distribution or resale thereof in any transaction which would be in violation of the date hereof Securities Act of 1933, as amended (the representations "Securities Act") and rules promulgated thereunder, or any state securities statute, and agrees not to sell, hypothecate or otherwise dispose of all or any part of the Merger Consideration unless such Merger Consideration has been registered under the Securities Act and applicable state or other securities laws or in his or her Option Agreement the opinion of counsel for the Shareholders and the Trustees, which counsel and which opinion are reasonably satisfactory to the Parent, an exemption from the registration requirements of the Securities Act and such representations are incorporated herein by this referencestate or other laws is available. The Purchaser represents that he/she has no need for liquidity Each of the Shareholders and the Trustees is an "accredited investor" as defined in this investment, has Rule 501 under Regulation D promulgated under the ability to Securities Act. Each of the Shareholders and the Trustees can bear the economic risk of this investment, losing its investment in the Merger Consideration and can is presently able to afford a the complete loss of such investment. Each of the purchase price Shareholders and the Trustees has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Merger Consideration. Each of the Shareholders and the Trustees has been furnished with the Parent's Form 10KSB for the Shares. The Purchaser year ended December 31, 1999, Form 10QSB for the quarter ended March 31, 2000, Form 10QSB for the quarter ended June 30, 2000, Form 10QSB for the quarter ended September 30, 2000 and the proxy statement for the Parent's annual meeting of shareholders held on May 23, 3000 (collectively, the "SEC Reports") and acknowledges receipt that it has been afforded the opportunity (i) to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Corporation's condensed consolidated financial informationParent concerning the merits and risks of investing in the Merger Consideration and (ii) to obtain such additional information which the Parent possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the SEC Reports. The Purchaser also understands Each of the Shareholders and the Trustees acknowledges (a) that the certificates representing Parent has answered all questions and responded to all inquiries and requests for information to each of the Shares will be legended Shareholder's and the Trustee's satisfaction. Each of the Shareholders and the Trustees acknowledges that it has made, independently and without reliance upon the Parent (other than the representations and warranties of the Parent set forth in Article III hereof) or any agent or representative of the Parent and based on its own independent analysis of the Parent and such other documents and information as provided for belowit has deemed appropriate, its own investment analysis and (b) that its own business decision to enter into and consummate this Agreement and the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONtransactions contemplated hereby." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Employment Agreement (Nematron Corp)

Investment Representations. The Purchaser (i) Each Shareholder is acquiring the shares of PentaStar Common Stock to be issued to the Shareholder pursuant to this Agreement (the "PentaStar Shares") for the Shareholder's own account and not on behalf of any other Person; each Shareholder is aware and acknowledges that the sale PentaStar Shares have not been registered under the Securities Act, or applicable state securities laws, and may not be offered, sold, assigned, exchanged, transferred, pledged or otherwise disposed of unless so registered under the Securities Act and applicable state securities laws or an exemption from the registration requirements thereof is available; (ii) each Shareholder (or, if the Shareholder is not an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, the Shareholder through the Shareholder's purchaser representative ("Purchaser Representative") as duly designated pursuant to documentation delivered and reasonably satisfactory to PentaStar on or before the execution of this Agreement (the "Purchaser Representative Documents")) has been furnished all information that the Shareholder deems necessary to enable the Shareholder (and the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") to evaluate the merits and risks of an investment in PentaStar, including, without limitation, the information described on Exhibit 3.1(u)(ii), the Regulation FD Nondisclosure Agreement dated October 25, 2001 between PentaStar and the Shareholders and PentaStar's Regulation FD Nondisclosure Agreement letter to the shareholders dated October 25, 2001; each Shareholder (and the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") has had a reasonable opportunity to ask questions of and receive answers from PentaStar concerning PentaStar, the PentaStar Shares and any and all matters relating to the transactions described herein or in the information described on Exhibit 3.1(u)(ii), the Regulation FD Nondisclosure Agreement dated October 25, 2001 between PentaStar and the Shareholders and PentaStar's Regulation FD Nondisclosure Agreement letter to the shareholders dated October 25, 2001, and all such questions, if any, have been answered to the full satisfaction of the Shares by Shareholder (and the Shareholder's Purchaser Representative, if the Shareholder is restricted by SEC Rule 701. The not an "accredited investor"); (iii) no Person other than each Shareholder has (A) any rights in and to the PentaStar Shares, which rights were obtained through or from the Shareholder; or (B) any rights to acquire the PentaStar Shares, which rights were obtained through or from the Shareholder; (iv) each Shareholder (or the Shareholder's Purchaser hereby affirms as made as Representative, if the Shareholder is not an "accredited investor") has such knowledge and experience in financial and business matters (including knowledge and experience in the business and proposed business of PentaStar) that the Shareholder (or the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor") is capable of evaluating the merits and risks involved in an investment in the PentaStar Shares; and each Shareholder is financially able to bear the economic risk of the date hereof investment in the representations in his or her Option Agreement PentaStar Shares, including a total loss of such investment; (v) each Shareholder has adequate means of providing for the Shareholder's current needs and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, the Shareholder's investment in the PentaStar Shares; each Shareholder has no reason to anticipate any material change in the ability to bear Shareholder's financial condition for the economic foreseeable future; (vi) each Shareholder is aware that the acquisition of the PentaStar Shares is an investment involving a risk of loss and that there is no guarantee that the Shareholder shall realize any gain from this investment, and can afford a complete loss that the Shareholder could lose the total amount of its investment; (vii) each Shareholder understands that no United States federal or state agency has made any finding of determination regarding the fairness of the purchase price for the Shares. The Purchaser acknowledges receipt offering of the CorporationPentaStar Shares for investment, or any recommendation or endorsement of the offering of the PentaStar Shares; (viii) each Shareholder is acquiring the PentaStar Shares for investment, with no present intention of dividing or allowing others to participate in such investment or of reselling, or otherwise participating, directly or indirectly, in a distribution of PentaStar Shares, and shall not make any sale, transfer or pledge thereof without registration under the Securities Act and any applicable securities laws of any state, unless an exemption from registration is available, as established to the reasonable satisfaction of PentaStar, by opinion of counsel or otherwise; (ix) except as set forth herein, no representations or warranties have been made to any Shareholder (or the Shareholder's condensed consolidated financial Purchaser Representative, if the Shareholder is not an "accredited investor") by PentaStar or any agent, employee or affiliate of PentaStar, and in entering into this transaction the Shareholder is not relying upon any information, other than from the results of independent investigation by the Shareholder (or the Shareholder's Purchaser Representative, if the Shareholder is not an "accredited investor"); and (x) each Shareholder understands that the PentaStar Shares are being offered to the Shareholder in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that PentaStar is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Shareholder set forth herein (and in the Purchaser Representative Documents, if applicable) in order to determine the applicability of such exemptions and the suitability of the Shareholder to acquire the PentaStar Shares; and (xi) each Shareholder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Purchaser also understands and acknowledges (aExhibit 3.1(u)(xi) that sets forth the Shareholder's state of residency. All the certificates representing the PentaStar Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will shall bear the following legends or substantially similar legendslegend, in addition to the legend required by Section 5.10: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL AND CAN NOT BE PERMITTED UNLESS TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED UNTIL EITHER (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, AND APPLICABLE STATE SECURITIES LAWS OR (II) THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE CORPORATIONCOMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH OR APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Pentastar Communications Inc

Investment Representations. The Purchaser acknowledges that Investor is acquiring the sale Newco Interests for its own account without a view to any distribution thereof in violation of the Shares by Securities Act of 1933, as amended, and the Purchaser is restricted by SEC Rule 701rules and regulations thereunder (the “Securities Act”). The Purchaser hereby affirms Investor represents that it (a) is an “Accredited Investor” as made that term is defined under Rule 501 under the Securities Act, (b) has no contract, undertaking, agreement or arrangement with any person (other than as contemplated hereunder) to sell, transfer or pledge to such person or anyone else the Newco Interests, or any part thereof, (c) has received any and all information regarding Newco which it has requested in connection with the exchange and has had an opportunity to ask questions of, and has received satisfactory answers from Newco (or its representatives) regarding the terms and conditions of the date hereof exchange contemplated hereby, (d) has sufficient knowledge and experience in business matters to evaluate the representations merits and risks of an investment in his or her Option Agreement Newco, (e) has adequate means of providing for its current needs and such representations are incorporated herein by this reference. The Purchaser represents that he/she possible contingencies, has no need for liquidity of its investment in this investmentNewco, has the ability (f) would be able to bear the economic risk of this investment, and can afford a complete loss of its investment in the purchase price Newco, (g) has not relied on Newco (or any of its officers, directors, employees, shareholders, partners, advisors, and affiliates (and each of their respective officers, directors, employees, shareholders, partners, advisors and affiliates)) for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for belowany legal, investment or tax advice, and (bh) has not relied on any representation, warranty or other agreement of Newco (or any of its officers, directors, employees, shareholders, partners, advisors, and affiliates (and each of its respective officers, directors, employees, shareholders, partners, advisors and affiliates)) other than those set forth in this Agreement. The Investor acknowledges that Newco is issuing the Newco Interests in reliance upon the exemption from registration provided in Section 4(2) of the Securities Act or Regulation D promulgated thereunder and is relying upon these representations and that the Corporation has no obligation Newco Interests may only be transferred if registered under the Securities Act or pursuant to register the Shares or file any an exemption from such registration statement under federal or state securities lawsrequirements. The certificates representing the Shares will bear Investor agrees that the following legends or substantially similar legendslegend may be placed on any certificates evidencing its Newco Interests: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE “THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE “ACT"), NOR HAVE OR ANY STATE SECURITIES LAWS. THEY BEEN REGISTERED MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR QUALIFIED UNDER HYPOTHECATED IN THE SECURITIES LAWS ABSENCE OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS IN EFFECT AS NOT REQUIRED OR UNLESS SOLD PURSUANT TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 PROMULGATED UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR . ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Exchange Agreement (Regen Biologics Inc)

Investment Representations. The (i) Seller acknowledges being informed that the Company’s common stock is being received as part of the purchase consideration and delivered at closing to Purchaser is not registered under the Securities Act of 1933; (ii) Seller has not obtained any representative to review or evaluate its purchase of common stock in the Company and, by reason of Purchaser’s knowledge and experience in financial and business matters in general, Purchaser is capable of evaluating the merits and risks of this transaction; seller has been afforded the opportunity to have his financial and or legal advisor review or evaluate the merits of the transaction herein contemplated. (iii) Seller has examined this Agreement and has been given access to all underlying documents related to this transaction, or will be on or before the Closing date, and is (or will be) satisfied that it has received such information as Purchaser deems necessary or appropriate as a prudent and knowledgeable investor to verify the accuracy of such information and to evaluate the merits and risks of buying common stock in the Company. Purchaser has carefully evaluated its financial resources, investment condition and the risks attendant upon this investment, and acknowledges that it is able to bear the economic risks of this investment; (iv) Seller realizes that neither the Securities and Exchange Commission nor the securities regulatory body of any country or state has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement; (v) At the time of this Agreement or on or before the Closing, seller reviewed the economic consequences of this Agreement, was afforded access to the books and records of the Company (including but not limited to corporate minute book and filings with the U.S. Securities and Exchange Commission), conducted an independent investigation of the business of the Company, and was fully familiar with the financial affairs of the Company. Seller has received and reviewed the Company’s financial statements as filed with the SEC, as well as any other documents or other information desired by seller, and seller has had the opportunity to discuss the sale of the Shares by with Purchaser and the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investmentCompany, and can afford a complete loss seller has obtained or been given access to all information concerning, including information concerning the Closing, that seller has requested; (vii) Seller confirms that it has such knowledge and experience in financial and business matters that it is capable of evaluating the purchase price merits and risks of an investment in the Company and of making an informed investment decision. Seller understands the term "accredited investor" as used in Regulation D promulgated under the United States Securities Act of 1933 and represents and warrants to the purchaser Xxxxxxxx.xxx, Inc. that seller is an "accredited investor" for purposes of acquiring the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."Common Stock purchased by it hereunder;

Appears in 1 contract

Samples: Stock Purchase Agreement (Innofone Com Inc)

Investment Representations. The Purchaser acknowledges Units have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities law of any other jurisdiction, including state Blue Sky laws. No Unit Holder may make any disposition of any Units except in accordance with the Securities Act and applicable Blue Sky laws. Prior to any proposed sale, assignment, transfer or pledge of any Units, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Manager of such Unit Holder's intention to effect such transfer, sale, assignments or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail and, if the Manager reasonably so requests, shall be accompanied at such Unit Holder's expense by an opinion of legal counsel which shall be addressed to the Company, to the effect that the sale proposed transfer of the Shares Units may be effected without registration under the Securities Act, whereupon the Unit Holder of such Units shall be entitled to transfer such Units in accordance with the terms of the notice delivered by the Purchaser is restricted by SEC Rule 701Unit Holder to the Manager. The Purchaser hereby affirms as made Manager will not require such a legal opinion in any transaction in which a Unit Holder that is a partnership distributes Units solely to partners and former partners thereof or affiliated partnerships for no consideration, or transfers by gift, will or intestate succession to the spouse, siblings, lineal descendants or ancestors of any Unit Holder, provided that each transferee agrees in writing to be subject to the terms of this Agreement. EXECUTED by the undersigned Member and the Company effective as of the date hereof first above written. MUZAK LLC, a Delaware limited liability company By: ________________________________ Name: Title: MLP ENVIRONMENTAL MUSIC, LLC, a Washington limited liability company By: ________________________________ Name: Title: SCHEDULE 1 Member Information ------------------ Initial Capital Percentage Names and Addresses of Members Contribution Units Interest ----------------------------------- --------------- ----- -------- MUZAK LLC See below 1,000 100.000% 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxx 00000 Attn: Xxxx Xxxxxxxx As Member's initial capital contribution, Member shall contribute all of its right, title and interest in and to the representations assets described as follows: All intangible rights in his or her Option Agreement all compositions and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity sound recordings in this investmentMember's music library as of December 31, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION1998." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Limited Liability Company Agreement (Muzak Finance Corp)

Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in his or her Option Agreement and such representations are incorporated herein by this reference. The Each Purchaser represents that he/she has no need it is its present intention to acquire the Additional Common Shares and Preferred Shares for liquidity in this investmentits own account (and it will be the sole beneficial owner thereof) and that the Purchased Shares have been, has are being and will be acquired by it for the ability purpose of investment and not with a view to bear distribution or resale thereof except pursuant to registration under the economic risk Securities Act of 1933, as amended (the "Securities Act") or exemption therefrom. The acquisition by each Purchaser of the Purchased Shares shall constitute a confirmation of this investmentrepresentation by each Purchaser. Each Purchaser further represents that it understands and agrees that, until registered under the Securities Act, or transferred pursuant to the provisions of Rule 144(k) as promulgated by the Securities and can afford a complete loss Exchange Commission (the "Commission', all certificates evidencing any of the purchase price for the Purchased Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended , whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as provided for below, and (b) that the Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws. The certificates representing the Shares will bear the following legends or substantially similar legendsfollows: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH IN THE COMMON STOCK PURCHASE AND SHAREHOLDERS' AGREEMENT DATED AS OF JUNE 9,1998, AMONG BT INVESTMENT PARTNERS, INC., MTL EQUITY INVESTORS, L.L.C., APOLLO INVESTMENT FUND III, L.P., APOLLO OVERSEAS PARTNERS III, L.P., APOLLO U.K. FUND III, L.P. AND MTL INC. (THE "ACTPURCHASE AGREEMENT"), NOR AS AMENDED AND RESTATED ON AUGUST 28, 1998 ("AMENDMENT"). THESE SECURITIES HAVE THEY BEEN REGISTERED ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR QUALIFIED RESALE. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES LAWS OF ACT AND ANY STATE. NO TRANSFER OF SUCH APPLICABLE STATE SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACTLAWS, OR THE AVAILABILITY, IN THE OPINION OF COUNSEL TO THE CORPORATIONCOUNSEL, OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, THEREUNDER. A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF PURCHASE AGREEMENT AND AMENDMENT MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATIONCOMPANY UPON REQUEST."

Appears in 1 contract

Samples: Common and Preferred Stock Purchase (Quality Distribution Inc)

Investment Representations. The Purchaser acknowledges that the sale Each of the Shares by Sellers is an “accredited investor” within the Purchaser is restricted by meaning of that term as defined in SEC Rule 701. The Purchaser hereby affirms as made as of 501(a) under the date hereof the representations Securities Act, because he or she is a natural person who (i) has an individual net worth, or with his or her spouse, has a net worth (excluding any positive equity in his or her Option principal residence) in excess of $1,000,000, and/or had individual income (exclusive of any income attributable to his or her spouse) of more than $200,000, or joint income with his or her spouse of more than $300,000, for the calendar years 2009 and 2010 and reasonably expects income at least the same level for the calendar year 2011. Sellers will acquire any shares of Buyer Common Stock issued to them pursuant to this Agreement and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investmenttheir own account, has the ability to bear the economic risk of this investmentfor investment only, and can afford not with a complete loss view to, or for sale in connection with, any distribution in violation of the purchase price for Securities Act, any rule or regulation thereunder, or any state securities laws. Sellers have had adequate opportunity to obtain from Buyer sufficient information to permit them to evaluate the Sharesmerits and risks of an investment in shares of Buyer Common Stock, and have sufficient experience in business, financial, and investment matters to be able to evaluate the risks involved in such investment and to make an informed decision with respect to such investment. The Purchaser acknowledges receipt Sellers acknowledge that (i) the shares of Buyer Common Stock to be issued to them pursuant to this Agreement will not have been registered under the Corporation's condensed consolidated financial information. The Purchaser also understands Securities Act or any state securities laws, and acknowledges (a) that the certificates representing the Shares will be legended as provided for below“restricted securities” within the meaning of SEC Rule 144 under the Securities Act, (ii) such shares cannot be sold, transferred, or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws, or unless exemptions from such registration requirements are available, (biii) that the Corporation Buyer has no obligation to register such shares under the Shares Securities Act or file any registration statement under state securities laws, and (iv) any certificate representing such shares will bear restrictive legends referring to the restrictions on transfer imposed by applicable federal or and state securities laws. The certificates representing Each Seller agrees that if requested by Buyer or any underwriter in connection with any underwritten offering of Buyer’s securities, such Seller will execute and deliver a written “lock-up” agreement in such form as Buyer or its underwriter(s) may reasonably request, agreeing that, without the Shares prior written consent of Buyer or such underwriter, such Seller will bear not effect any public sale or other public or private disposition of any shares of Buyer’s Common Stock, including any sale pursuant to SEC Rule 144, during the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONperiod specified in such lock-up agreement." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Lecroy Corp)

Investment Representations. The Purchaser acknowledges Buyer Notes are being acquired by the Seller for his respective accounts, for investment purposes and not with a view to the sale or distribution of all or any part of the Buyer Notes, nor with any present intention to sell or in any way distribute the same, as those terms are used in the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder. The Seller has sufficient knowledge and experience in financial matters so as to be capable of evaluating the merits and risks of purchasing the Buyer Notes. The Seller has reviewed copies of such documents and other information as the Seller has deemed necessary in order to make an informed investment decision with respect to its acquisition of the Buyer Notes. The Seller understands that the sale Buyer Notes may not be sold, transferred or otherwise disposed of without registration under the Shares by Securities Act or the Purchaser is restricted by SEC Rule 701availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Buyer Notes or an available exemption from registration under the Securities Act, the Buyer Notes must be held indefinitely. The Purchaser hereby affirms as made as of Further, the date hereof the representations in his or her Option Agreement Seller understands and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear financial capability of assuming the economic risk of this investmentan investment in the Buyer Notes for an indefinite period of time. The Seller has been advised by the Buyer that the Seller will not be able to dispose of the Buyer Notes, or any interest therein, without first complying with the relevant provisions of the Securities Act and any applicable state securities laws. The Seller understands that the provisions of Rule 144 promulgated under the Securities Act, permitting the routine sales of the securities of certain issuers subject to the terms and conditions thereof, are not currently, and can afford a complete loss of may not hereafter be, available with respect to the purchase price for the SharesBuyer Notes. The Purchaser Seller acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, and (b) that the Corporation has Buyer is under no obligation to register the Shares Buyer Notes except as otherwise expressly set forth in this Agreement or file to furnish any registration statement information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under federal the Securities Act or any state securities lawslaws with respect to sales of the Buyer Notes in the future. The certificates representing Seller is an “Accredited Investor” as defined in rule 501 (a) of Regulation D of the Shares will bear the following legends or substantially similar legends: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITIONAct." "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

Appears in 1 contract

Samples: Securities Purchase Agreement (Smart for Life, Inc.)

Investment Representations. The Purchaser acknowledges Holder acknowledge that the sale of Warrants and the Warrant Shares by have not been and, except as otherwise provided herein, will not be registered under the Purchaser Act or qualified under applicable state securities laws and that the transferability thereof is restricted by SEC Rule 701the registration provisions of the Act as well as such state laws. The Purchaser hereby affirms as made as Holder represents that it is acquiring this Warrant and will acquire the Warrant Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the date hereof Act, the representations in his or her Option Agreement Exchange Act, the Rules and such representations are incorporated herein Regulations promulgated by this referencethe Commission thereunder, and any applicable state securities laws. The Purchaser represents Holder further understands and agrees that he/she has no need for liquidity (i) neither the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in this investmentthe opinion of counsel reasonably satisfactory to the Company, has the ability to bear the economic risk of this investment, an exemption from such registration and can afford a complete loss qualification is available; (ii) any routine sales of the purchase price Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding periods and timely filing requirements with the Commission for the Shares. The Purchaser acknowledges receipt of the Corporation's condensed consolidated financial information. The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for below, Company; and (biii) that except as otherwise set forth herein, the Corporation has Company is under no obligation to register the Warrants or the Warrant Shares on its behalf or file to assist it in complying with any exemption from registration statement under federal or state securities lawsthe Act. The certificates Holder agrees that each certificate representing any Warrant Shares for which the Shares Warrants may be exercised will bear on its face a legend in substantially the following legends or substantially similar legendsform: "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION." "THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED 1933 OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE SECURITIES LAWS ABSENCE OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE THAT ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 OR QUALIFICATION UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS." "THE SHARES ARE SUBJECT LAWS WITHOUT AN OPINION COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION'S RIGHT TO REPURCHASE THEM UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Appendix B-7

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Oncotelic Therapeutics, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.