Purchase for Investment, Etc. Each Owner represents and warrants the ----------------------------- following to Premiere:
Purchase for Investment, Etc. Each Purchaser severally represents that it is purchasing the Notes to be purchased by it hereunder on the date of the Closing on which such Purchaser is purchasing Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may only be resold (in addition to the transfer restrictions set forth in Section 15.2) if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that no Obligor is required to register the Notes.
Purchase for Investment, Etc. (a) Each Seller is acquiring the RCG Common Stock for such Seller's own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the 1933 Act;
Purchase for Investment, Etc. That: (i) he or she is acquiring the Shares for his or her own account for investment only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act; (ii) he or she has no present intention of selling or otherwise disposing of any portion of the Shares being acquired by such Stockholder; (iii) he or she is familiar with the financial condition, product lines and present and prospective business affairs and prospects of the Company; (iv) he or she, or his or her representatives or agents, has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition and the backgrounds of the principals of the Company as he or she has deemed material to making the decision to acquire the Shares and has been afforded the opportunity to ask questions of and receive answers from the Company's senior management concerning present and prospective business prospects of the Company; (v) he or she has fully considered this information in valuing the Company and assessing the merits of the transactions contemplated by this Agreement and the Purchase Agreement; (vi) he or she recognizes that an investment in the Shares involves special, speculative and substantial risk because, among other things, the Company may pursue risky business strategies, the Shares are subject to significant legal and contractual restrictions upon resale and, in any case, there may be not a future market for resale of the Shares; (vii) he or she is able to fend for himself or herself in the transactions contemplated by this Agreement and the Purchase Agreement, and is, on his or her own or through his or her professional advisors, knowledgeable in business and financial matters; specifically, he or she is a senior level executive in the packaging industry with intimate knowledge of the economic condition and competitive factors affecting the industry and thus is uniquely capable of evaluating and has evaluated the affairs and prospectus of the Company and the merits of an investment in the Shares; (viii) he or she has made the determination to enter into this Agreement and the Purchase Agreement based upon his or her own independent evaluation and assessment of the value of the Company and its present and prospective business prospects and has not relied on, or been induced to enter into this Agreement or the Purchase Agreement on account of, any representation or warranty of ...
Purchase for Investment, Etc. Each Company Stockholder represents and warrants that: (a) it is acquiring and will acquire the Exchange Shares for its own account for investment only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act; (b) it has no present intention of selling or otherwise disposing of any portion of the Exchange Shares; (c) it has had access to all information regarding the Purchaser and its present and prospective business, assets, liabilities and financial condition and the backgrounds of the principals of the Purchaser, as it has deemed material to making the decision to acquire the Exchange Shares and has been afforded the opportunity to ask questions of and receive answers from senior management of the Purchaser concerning present and prospective business prospects of the Purchaser; (d) it has fully considered this information in valuing the Purchaser and assessing the merits of the Transactions and is satisfied with the consideration it is receiving hereunder for the Company Shares; (e) it recognizes that there may be no future market for resale of the Exchange Shares; (f) it has knowledge in business and financial matters and accordingly is capable of evaluating and has evaluated the merits of the Transactions; (g) it has made the determination to enter into the Transactions based upon his or its own independent evaluation and assessment of the value of the Purchaser and its present and prospective business prospects and has not relied on, or been induced to enter into this Agreement on account of, any representation or warranty of any kind or nature, whether oral or written, express or implied, except for such representations and warranties of the Purchaser as are specifically set forth in this Agreement; and (h) it is financially capable of bearing a total loss of his investment in the Exchange Shares.
Purchase for Investment, Etc. Optionee
Purchase for Investment, Etc. Such Buyer
Purchase for Investment, Etc. Each Optionee
Purchase for Investment, Etc. Each of the Stockholders -------------------------------- represents and warrants to the Company, its representatives and agents that:
Purchase for Investment, Etc. (a) Each Initial Purchaser severally represents that it is purchasing the Initial Notes for its own account or for one or more separate accounts maintained by such Initial Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Initial Purchaser’s or their property shall at all times be within such Initial Purchaser’s or their control. Each Initial Purchaser understands that the Initial Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Initial Notes. Each Initial Purchaser further severally represents that such Initial Purchaser (i) will not sell, transfer or otherwise dispose of the Initial Notes or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act and (ii) was given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense.
