Purpose of Purchase Sample Clauses

Purpose of Purchase. Such Purchaser is purchasing the Purchased Securities for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that the Purchased Securities have not been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act).
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Purpose of Purchase. You are purchasing Tokens/coins to use them as set out in section 3. You are not purchasing Tokens/coins for any other uses or purposes, including, but not limited to, any investment, arbitrage strategy, immediate resale, speculative or other financial purposes. No Conflict. Your purchase of Tokens/coins complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens/coins and using the Tokens/coins as set out in section 3, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. Where necessary, you have obtained all governmental and other consents that are required to have been obtained by you with respect to this Agreement. Acting on behalf of an Entity. If you are purchasing Tokens/coins on behalf of any entity (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf and to accept this Agreement, and (iii) such entity will be responsible for breach of this Agreement by you or any other employee or agent of such entity (references to "you" in this Agreement refer to you and such entity, jointly). Not a US Person or Person from a prohibited Xxxxxxxx.Xxx are not (i) a resident or domiciliary of New York State or purchasing Tokens/coins from a location in New York State; (ii) a citizen or resident of a geographic area in which purchase of the Tokens/coins is prohibited by applicable law, decree, regulation, treaty, or administrative act; (iii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; (iv) a citizen or resident of the United States, Canada, Afghanistan, Belarus, Bosnia Herzegovina, Burundi, Central Africa republic, Comoros, Congo, Congo Democratic republic, Cuba, Equatorial Guinea, Eritrea, Guinea, Guinea Bissau, Haiti, Iran, Iraq, Libya, Mali, Myanmar, North Korea, Puerto Rico, Philippines, Somalia, Sudan, Sudan Republic of South, Syria, Tunisia, Yemen, Zimbabwe or any jurisdiction into which the offer and purchase of Tokens/coins would be unlawful; or (v) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or ...
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Purpose of Purchase. RSL understands that the Shares are being sold by Stockholder without registration under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities laws. RSL is entering into this Agreement with the intent to purchase the Shares solely for investment, and RSL does not have any intent to resell or otherwise distribute or dispose of any of the Shares, and will not take any action after the Initial Closing or the Second Closing which would result in a public offering of the Shares or any other distribution of the Shares in violation of any securities laws or regulations then applicable.
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Purpose of Purchase. Buyer is purchasing Seller Shares neither for investment nor for resale.
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Purpose of Purchase. (a) Purchaser is purchasing the Tokens for Purchaser’s own account, and Purchaser is not acting as a trustee, agent, representative or nominee for any other person or entity that will or intends to be the beneficial owner or user of the Tokens or to exert control or dominion over the Tokens.
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Purpose of Purchase. QBIZ is purchasing corporate stock under this agreement neither for investment nor for resale. QBIZ intends that XXXXX be operated as a division of XXXXXXXXXXX.XXX, INC., a wholly owned subsidiary of QBIZ.
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Related to Purpose of Purchase

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).

  • Allocation of Purchase Price Sellers and Buyer agree to allocate the total consideration (as determined for federal income Tax purposes) paid for the Purchased Assets (including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) among the Purchased Assets for all Tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall have 30 days to review and provide any objections thereto in writing. Sellers and Buyer shall attempt in good faith to resolve any such objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within such 30 day period, either party may immediately engage Xxxxx Xxxxxxxx LLP (or if Xxxxx Xxxxxxxx LLP refuses or is unable to perform the requested services, such other regionally recognized independent accounting firm as is agreed to by Xxxxx and Sellers in good faith) (the “Neutral Accountant”) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above. Buyer and Sellers each agree to complete and file Form 8594 (including any supplemental filing) with its applicable U.S. federal income Tax Return, and shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such finally determined Allocation Schedule, unless otherwise required pursuant to applicable law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local applicable law).

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