Purchase for Own Account, Etc. Purchaser is purchasing the Units for Purchaser's own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. Purchaser understands that Purchaser must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the resale of any such Securities other than as contemplated by the Registration Rights Agreement. Notwithstanding anything in this Section 2(a) to the contrary, by making the representations herein, the Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements under the Securities Act.
Purchase for Own Account, Etc. Such Purchaser is purchasing the Securities for such Purchaser’s own account for investment purposes only and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. Such Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and is capable of evaluating the merits and risks of its investment in the Company. Such Purchaser understands that it must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the resale of any such Securities other than as contemplated by the Registration Rights Agreement. Notwithstanding anything in this Section 2(a) to the contrary, by making the representations herein, such Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements under the Securities Act.
Purchase for Own Account, Etc. The Purchaser is purchasing the Common Stock offered hereby for the Purchaser’s own account for investment purposes only and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Purchaser is capable of evaluating the merits and risks of its investment in the Company. The Purchaser understands that it must bear the economic risk of this investment indefinitely, unless the Common Stock purchased hereby is registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the resale of any such Common Stock other than as contemplated by the Registration Rights Agreement. Notwithstanding anything in this Section 2.02(a) to the contrary, by making the representations herein, the Purchaser does not agree to hold any Common Stock purchased hereby for any minimum or other specific term and reserves the right to dispose of any such Common Sock at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements under the Securities Act.
Purchase for Own Account, Etc. Seller (which for purposes of this Section 4.23 such definition shall include all of the holders of Seller's securities) is purchasing the Closing Share Consideration and the Earnout Share Consideration (the “Shares”) for Seller's own account for investment purposes only and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and/or sales registered under the Securities Act. Except for holders of simple agreements for future equity (“SAFEs”) issued by Seller which have certain rights in the event of a sale of substantially all of the Company’s assets to receive proceeds from such sale, Seller further represents that he, she or it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Shares. Seller is a sophisticated investor and has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Buyer, and is capable of evaluating the merits and risks of its investment in Buyer. Seller understands that it must bear the economic risk of this investment indefinitely, unless the Shares are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that Buyer has no present intention of registering the resale of any such Shares. Seller is able to bear the economic risk of this investment in the shares of Buyer Common Stock that may be delivered to such Seller (including a complete loss of such Seller’s investment or a reduction in the price of Buyer Common Stock, whether at the time it is held by Seller). The Purchase Price for the Purchased Assets, including the price of the Shares when used in calculating the number of Shares to be delivered to Seller, was negotiated privately between the parties hereto.
Purchase for Own Account, Etc. Such Purchaser is purchasing the Units for such Purchaser's own account for investment only and not with a present view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. Such Purchaser understands that Purchaser must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the resale of any such Securities other than as contemplated by the Registration Rights Agreement. Notwithstanding anything in this Section 2(a) to the contrary, by making the representations herein, the Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements under the Securities Act. (b) Accredited Investor Status. Such Purchaser is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act.
Purchase for Own Account, Etc. Seller is acquiring the Blue Dolphin Stock for Seller's own account and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and/or sales registered under the Securities Act. Seller understands that (i) Seller must bear the economic risk of this investment indefinitely, unless resale of the Blue Dolphin Stock is registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and (ii) Blue Dolphin has no present intention of registering the resale of any Blue Dolphin Stock other than as contemplated herein. Notwithstanding anything in this Section 2.3 to the contrary, by making the representations herein, the Seller does not agree to hold the Blue Dolphin Stock for any minimum or other specific term and reserves the right to dispose of the Blue Dolphin Stock at any time in accordance with or pursuant to a registration statement or an applicable exemption from the registration requirements under the Securities Act.
Purchase for Own Account, Etc. Rainbow acknowledges that the ------------------------------ Rainbow Interests acquired pursuant to this Agreement are being acquired without registration under the Securities Act of 1933, as amended ("Securities Act"), or under similar provisions of state law and represents and warrants to Fox/Liberty, the Partnership, the National Sports Partnership and the National Advertising Partnership that it is acquiring the Rainbow Interests for its own account, for investment and with no view to the distribution thereof, and agrees not to transfer or attempt to transfer any of the Rainbow Interests in the absence of registration under the Securities Act and any applicable state securities laws or an available exemption from such registration.
Purchase for Own Account, Etc. Fox/Liberty acknowledges that ------------------------------ the Fox/Liberty Interests acquired pursuant to this Agreement are being acquired without registration under the Securities Act or under similar provisions of state law and represents and warrants to Rainbow, the Partnership, the National Sports Partnership and the National Advertising Partnership that they are acquiring the Fox/Liberty Interests for their own account, for investment and with no view to the distribution thereof, and agree not to transfer or attempt to transfer any of the Fox/Liberty Interests in the absence of registration under the Securities Act and any applicable state securities laws or an available exemption from such registration.
Purchase for Own Account, Etc. Such Purchaser is acquiring the Notes in the ordinary course of its business for such Purchaser's own account and not with a present view toward the public sale or distribution thereof. Such Purchaser understands that such Purchaser must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering any such Securities other than as contemplated by the Registration Rights Agreement (as defined in Section 4(l) hereof). Such Purchaser understands that: (a) the Notes and Warrants (i) may not be sold or transferred by the Purchaser without the prior written consent of the Company, except as permitted pursuant to Section 8(g), (ii) are "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act), (iii) the Company has no present intention of registering the Notes and Warrants under the Securities Act and (iv) the Notes and Warrants may only be sold or transferred pursuant to an exemption from registration under the Securities Act and any applicable state securities laws; and (b) prior to the effective date of a registration statement filed by the Company, the Conversion Securities and the Warrant Securities and any other securities issuable upon conversion of the Conversion Securities and the Warrant Securities, when issued, shall be restricted securities and may only be sold or transferred pursuant to an exemption from registration under the Securities Act and any applicable state securities laws.
Purchase for Own Account, Etc. Such Stock Payee is purchasing the Shares for such Stock Payee’s own account for investment purposes only and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and/or sales registered under the Securities Act. Such Stock Payee has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and is capable of evaluating the merits and risks of its investment in the Company. Such Stock Payee understands that it must bear the economic risk of this investment indefinitely, unless the Shares are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the resale of any such Shares. Notwithstanding anything in this Section 4.2 to the contrary, by making the representations herein, such Stock Payee does not agree to hold the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption from the registration requirements under the Securities Act.
