Investment Undertaking. The Holder will hold the Option and the rights constituent thereto for investment and not with an intention of distribution, and upon exercise will deliver a letter confirming the Holder's nondistributive intent with respect to the shares of Corporation's $.01 par value common stock received as a result of the exercise of the Option.
Investment Undertaking. 10. The Options may be exercised only by Holder except as provided for herein. The Holder will hold the Options and the rights constituent thereto for investment and not with an intention of distribution, and upon exercise will deliver a letter confirming the Holder's nondistributive intent with respect to the shares of the Employer’s common stock received as a result of the exercise of the Options.
Investment Undertaking. The Principal Shareholders confirm that the Xybernaut Shares to be issued to them pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). The Principal Shareholders are acquiring such shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. The Principal Shareholders understand that, until registered as described below, such shares issued hereunder may not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144. The Principal Shareholders understand that each must bear the economic risk of the investment indefinitely because, other than pursuant to the Registration Rights Agreement (as defined in Section 7.1(e)), such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available. Each Principal Shareholder is a sophisticated investor who either (i) has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder.
Investment Undertaking. Manager shall use its Best Efforts to assure that the policies from time to time specified by the Board with regard to the protection of Company's investments are carried out. Any and all fees and costs incurred by Manager in performing such functions, whether payable to its Affiliates or independent Persons, shall be borne by Company.
Investment Undertaking. The Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the shares of Restricted Stock. The Holder hereby represents and warrants that Holder will hold the Restricted Stock and the rights constituent thereto for investment for Holder’s own account only and without any present intention of distribution or sale.
Investment Undertaking. 22.A. To induce the acceptance of each Member’s offer to purchase a Membership Interest knowing that the Company, the Managing Member and the other Members are relying thereon, each Member makes the following representations, warranties and covenants:
Investment Undertaking. JH acknowledges that the Preferred Shares to be issued pursuant to Section 4(a) of this Agreement and the shares of common stock, par value $.01 per share, of AAI issuable upon conversion of the Preferred Shares will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). JH is acquiring the Preferred Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. JHHS and JHU are "accredited investors," as defined in Rule 501 of Regulation D under the Securities Act of 1933. JH understands that Rule 144 requires that the Preferred Shares and the shares of common stock issuable upon conversion may not be disposed of for a period of at least one year. JH understands that it must bear the economic risk of the investment in the Preferred Shares and the shares of common stock issuable upon conversion of the Preferred Shares indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws, or an exemption from registration is available.
Investment Undertaking. (1) Each Transferor confirms that the shares of Preferred Stock to be issued to such Transferor pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). Each Transferor is acquiring such shares for such Transferor's own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. Each Transferor understands that Rule 144 requires that such shares issued hereunder may not be disposed of for a period of at least one year. Each Transferor understands that it must bear the economic risk of the investment indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available.
Investment Undertaking. The Shareholders confirm that the shares of ---------------------- MedSource Common Stock to be issued to them pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). The Shareholders are acquiring such shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. The Shareholders understand that such shares issued hereunder may not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144. The Shareholders understand that each must bear the economic risk of the investment indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available. Each Shareholder is a sophisticated investor who either (i) has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder. After MedSource has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, MedSource shall use its best efforts to file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder to the extent required to enable the holders of the MedSource Shares to sell such Shares pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.
Investment Undertaking. Each Transferor confirms his understanding that the Icon Shares to be issued to him pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act, and acknowledges that he will acquire such shares for his own account for investment and not with a view to the distribution thereof. Each Transferor agrees that he will not sell, transfer or otherwise dispose of any of such shares unless (a) a registration statement under the Securities Act with respect to such shares has become, and is at the time of disposition, effective or (b) in the opinion of counsel for the Transferee or other counsel satisfactory to the Transferee (the Transferee hereby acknowledging that, for purposes of this Section 8.1, Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP shall be deemed satisfactory counsel) the proposed disposition may be made in accordance with the provisions of such Rule 144 or another exemption from registration without constituting a violation of the Securities Act or of any other applicable federal or state securities laws. Except as provided in the immediately preceding sentence and in the Escrow Agreement and the Affiliate Agreement, however, nothing contained in this Agreement shall restrict the rights of any Transferor to enter into any transaction following the Closing with respect to the Icon Shares, including, without limitation, a "collar", "hedge" or similar transaction. The Transferee acknowledges and agrees that, subject to the provisions of the Affiliate Agreement, the pledge of Icon Shares by any Transferor shall not constitute a violation of this Agreement. Each Transferor further agrees that the Transferee may place on all certificates representing the Icon Shares delivered to him pursuant to this Agreement (or shares issued in replacement thereof) a legend to the effect that the shares represented by such certificates have not been registered under the Securities Act and that the sale, transfer or other disposition of such shares is subject to the provisions of the Securities Act and of this Agreement, a copy of which shall be available for inspection at the office of the Transferee in Weehawken, New Jersey; provided, however, such legend shall state that pledges of the Icon Shares represented thereby are permitted, subject to the restrictions contained in the Affiliate Agreement.
