SECURITIES ISSUES. Warrantholder, intending that the Company rely upon the following representations and covenants of Warrantholder, which by execution of this Agreement, Warrantholder hereby confirms:
SECURITIES ISSUES. Warrantholder, intending that the Company rely upon the following representations and covenants of Warrantholder, which by execution of this Agreement, Warrantholder hereby represents and warrants that both as of the date hereof and the date(s) of his purchase of Shares under this Warrant:
SECURITIES ISSUES. Recipient expressly confirms and agrees that no public disclosure with respect to the Purpose (or the terms or conditions or any other facts relating thereto), any item of Proprietary Information (or the fact that Proprietary Information has been made available to the other party) or any discussions or negotiations taking place as referred to herein is now required by reasons of the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or similar requirements related to general disclosure. In the event either party determines in the future that such disclosure is required, no such disclosure shall be made unless and until such party consults with the other party regarding the necessity and form of any such disclosure, and provides the other party a reasonable opportunity to review the proposed disclosure and comment thereon. The obligations of this Section 3 with respect to any item of Proprietary Information shall survive any termination or expiration of this Agreement.
SECURITIES ISSUES. The parties expressly confirm and agree that no public disclosure with respect to the Company’s disclosure of Proprietary Information (or the terms or conditions or any other facts relating thereto), any item of Proprietary Information (or the fact that Proprietary Information has been made available to the Recipient) or any discussions or negotiations taking place as referred to herein is now required by reasons of the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or similar requirements related to general disclosure. In the event Recipient determines in the future that such disclosure is required, no such disclosure shall be made unless and until Recipient consults with Discloser regarding the necessity and form of any such disclosure, and provides Discloser a reasonable opportunity to review the proposed disclosure and comment thereon. The obligations of this Section 3 with respect to any item of Proprietary Information or with respect to any discussions or agreements between the parties shall survive any termination or expiration of this Agreement.
SECURITIES ISSUES. Seller hereby acknowledges that Purchaser will be relying upon exemptions from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the Colorado Securities Act and The Illinois Securities Law of 1953 (collectively, the "Local Acts") in connection with the issuance of the Closing Stock and/or the Additional Stock (collectively, the "Stock") to Seller. In connection with establishing the applicability of the above-mentioned exemptions, Seller represents and warrants to, and agrees with, Purchaser as follows:
SECURITIES ISSUES. The Shares will not be registered under the Securities Act or pursuant to the blue-sky laws of any state, and will be issued by ORCA in reliance upon exemptions under the Securities Act. Because the offer and sale of the shares will not be registered under the Securities Act, the Shares cannot be resold unless they are registered under the Securities Act or unless the holder first receives an opinion of securities counsel, reasonably acceptable to the Company, that an exemption from registration is available for such transaction. With regard to the restrictions on resale of the Shares, Seller is aware (i) of the limitations and potential applicability of the SEC Rule 144; (ii) that ORCA will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (iii) that a restrictive legend will be placed on any certificate representing the shares, which legend will read substantially as follows: "The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (The "Act"), and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company."
SECURITIES ISSUES. The Shares are being acquired by Buyer and not by any other Person, with the funds of Buyer and not with the funds of any other Person, and for the account of Buyer, not as a nominee or agent and not for the account of any other Person. Buyer is not obligated to transfer the Shares, or any of them, to any other Person, nor does Buyer have any present intention, agreement or understanding to do so. Buyer is acquiring the Shares for investment for an indefinite period and not with a view toward the sale or distribution of any part thereof by public or private sale or other disposition. Buyer understands and agrees that the Shares have not been registered or qualified under the Securities Act or any applicable state securities law.
SECURITIES ISSUES. Seller shall be permitted to transfer the Shares pursuant to applicable securities laws, and all filings, notices and other actions required of Seller under the securities laws to effect the transfer shall have been completed by Seller at Seller's expense.
SECURITIES ISSUES. Sierra Medical Management and Sellers agree and acknowledge that the shares of Prospect Common to be issued in the Merger are "restricted securities," as that term is defined under the Securities Act of 1933, as amended, and are not freely tradeable. Prior to issuing Prospect Common to the stockholders of Sierra Medical Management, each stockholder of Sierra Medical Management will be required to execute a Stockholder Representation Agreement in the form of that attached hereto as Exhibit F, in order to comply with applicable federal and State securities laws. The Stockholder Representation Agreement will contain appropriate representations, warranties and covenants by each holder of Sierra Medical Management Common, including an agreement not to sell, transfer, or make any other disposition of Prospect Common unless and until (a) such shares of Prospect Common are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by Prospect and declared effective by the SEC or (b) in the opinion of counsel for Prospect, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of the Prospect Common.
SECURITIES ISSUES. The Lender hereby acknowledges and agrees that:
