Common use of Consideration Shares Clause in Contracts

Consideration Shares. The Seller, on its behalf and on behalf of its Designee, if any, represents and warrants that it is an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and it is acquiring the Consideration Shares for its own account and not with a view to the distribution thereof. Seller, on its behalf and on behalf of its Designee, if any, understands that the Consideration Shares have not been and will not be registered under the Securities Act, will bear a restrictive legend, and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. The Seller, on its behalf and on behalf of its Designee, if any, further represents and warrants that it will not Transfer any Consideration Shares or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act. The Seller, on its behalf and on behalf of its Designee, if any, represents that (i) it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the acquisition of the Consideration Shares and (ii) it has been granted the opportunity to ask questions of, and receive satisfactory answers from, representatives of Purchaser concerning the business affairs and financial condition of the Purchaser and its Affiliates, and has had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase, and that the Purchaser is not required to register the Consideration Shares.

Consideration Shares. The SellerIt, on its behalf and on behalf of its Designee, if any, represents and warrants that it is an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and it is acquiring the Consideration Shares for its own account and not with a view to the distribution thereof. Seller, on its behalf and on behalf of its Designee, if any, understands that the Consideration Shares have not been and will not be registered under the Securities Act, will bear a restrictive legend, and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. The SellerIt, on its behalf and on behalf of its Designee, if any, further represents and warrants that it will not Transfer any Consideration Shares or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act. The SellerIt, on its behalf and on behalf of its Designee, if any, represents that (i) it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the acquisition of the Consideration Shares and (ii) it has been granted the opportunity to ask questions of, and receive satisfactory answers from, representatives of Purchaser concerning the business affairs and financial condition of the Purchaser and its Affiliates, and has had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase, and that the Purchaser is not required to register the Consideration Shares.

Consideration Shares. The Seller, on its behalf and on behalf of its Designee, if any, represents and warrants that it is an institutional "“accredited investor" ” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and it is acquiring the Consideration Shares for its own account and not with a view to the distribution thereof. Seller, on its behalf and on behalf of its Designee, if any, understands that the Consideration Shares have not been and will not be registered under the Securities Act, will bear a restrictive legend, and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. The Seller, on its behalf and on behalf of its Designee, if any, further represents and warrants that it will not Transfer any Consideration Shares or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act. The Seller, on its behalf and on behalf of its Designee, if any, represents that (i) it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the acquisition of the Consideration Shares and (ii) it has been granted the opportunity to ask questions of, and receive satisfactory answers from, representatives of Purchaser concerning the business affairs and financial condition of the Purchaser and its Affiliates, and has had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase, and that the Purchaser is not required to register the Consideration Shares.

Consideration Shares. The SellerIt, on its behalf and on behalf of its Designee, if any, represents and warrants that it is an institutional "“accredited investor" ” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and it is acquiring the Consideration Shares for its own account and not with a view to the distribution thereof. Seller, on its behalf and on behalf of its Designee, if any, understands that the Consideration Shares have not been and will not be registered under the Securities Act, will bear a restrictive legend, and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. The SellerIt, on its behalf and on behalf of its Designee, if any, further represents and warrants that it will not Transfer any Consideration Shares or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act. The SellerIt, on its behalf and on behalf of its Designee, if any, represents that (i) it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the acquisition of the Consideration Shares and (ii) it has been granted the opportunity to ask questions of, and receive satisfactory answers from, representatives of Purchaser concerning the business affairs and financial condition of the Purchaser and its Affiliates, and has had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase, and that the Purchaser is not required to register the Consideration Shares.