Investment Matters. The Common Stock to be issued to Buyer hereunder will be acquired for its own account and not on behalf of any other Person, and all such securities are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securities. Buyer has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise in business and financial matters that it is capable of evaluating the merits and risk of the investment in such securities, and has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. Buyer has been advised by Ontro and understands that (a) the securities to be issued hereunder will not be registered under any securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Act.
Investment Matters. Each Member, severally and not jointly, hereby warrants and represents to the Company and to each other Member that (i) such Member is acquiring his, her or its Units solely for investment and not with a view to the distribution or resale thereof or to divide his or its participation with others, (ii) such Member is acquiring his, her or its Units with his, her or its own funds and for his, her or its own account and not on behalf of any other Person, (iii) neither such Member nor any other Person acting on his, her or its behalf has paid any commission or other compensation to any Person in connection with such Member’s acquisition of his, her or its Units, and (iv) such Member acknowledges that none of the Units has been registered or qualified under the Securities Act of 1933, as amended from time to time (the “Securities Act”), or any applicable state securities laws, and, in addition to the other restrictions on disposition contained in this Agreement, the Units may not be sold, transferred or otherwise disposed of in whole or in part unless a registration statement under the Securities Act with respect to such Units and qualification in accordance with all applicable state securities laws has become effective, or unless such Member establishes to the satisfaction of the Company that an exemption from such registration and qualification is available.
Investment Matters. (a) The Purchase Shares are being sold to the Purchaser in reliance upon an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act.
Investment Matters. The CW Common Stock to be issued to the Shorco Shareholders pursuant to the Merger has not and will not be registered under the Act or any state securities law, and is being issued in reliance upon representations made by the Shorco Shareholders herein and exemptions from such registration requirements that are available only if the CW Common Stock is not being offered to the public and is being acquired for investment and not with a view to its distribution or sale. CW will cause an appropriate legend stating these restrictions to be placed on all stock certificates issued by it pursuant to this Agreement.
Investment Matters. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Shares to the Purchasers hereunder. The Shares (i) were not offered to the Purchasers by any form of general solicitation or general advertising and (ii) are not being offered to the Purchasers in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
Investment Matters. Seller is acquiring the New Horizons Stock for investment purposes, for its own account and not with a view to distribution or resale thereof or to divide its participation with others; provided, however, Seller may elect to transfer the New Horizons Stock to the Members, who hereby confirm that they will thereby acquire the New Horizons Stock for investment purposes, for their own account and not with a view to distribution or resale thereof or to divide their participation with others. Seller and the Members both meet the definition of "accredited investor" as defined in Regulation D, 17 C.F.R. Section 230.501(a), under the Securities Act of 1933, as amended (the "Act"). Seller and the Members both have knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of an investment in the New Horizons Stock. Seller and the Members acknowledge that they have received and have reviewed (a) New Horizons' Proxy Statement dated Aprix 0, 0000, (x) Xxx Horizons' Annual Report on Form 10-K for the year ended December 31, 1997, (c) New Horizons' Form 10-Q Quarterly Reports for the fiscal quarters ended March 31, 1998, and June 30, 1998, (d) New Horizons' Report on Form 8-K dated May 13, 1998, and (e) all other material and relevant information concerning New Horizons, which New Horizons has furnished in accordance with the rules of the Securities and Exchange Commission ("SEC"), and have had the opportunity to ask questions of, receive answers from and obtain additional information from New Horizons concerning the business and financial condition of New Horizons. Seller and the Members understand, acknowledge and agree that: (i) none of the New Horizons Stock will be registered under the Act and that all of the New Horizons Stock will constitute "restricted securities" as defined in Rule 144 under the Act; (ii) the New Horizons Stock must be held indefinitely unless it is registered under the Act or an exemption from registration is available; (iii) neither New Horizons nor Buyer is under any obligation or has made any commitment to provide any such registration or to take such steps as are necessary to permit sale without registration pursuant to Rule 144 under the Act or otherwise; (iv) at such time as the New Horizons Stock may be disposed of in routine sales without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with all of the ter...
Investment Matters. To the extent that any Earn-Out Consideration is paid pursuant to this Agreement, the Seller and each of the Principals represent that the Earn-Out Shares are being acquired for Seller’s and/or each Principal’s own account and not on behalf of any other Person, and all such Earn-Out Share are being acquired for investment purposes only and not with a view to, or for sale in connection with, any resale or distri-bution of such Earn-Out Shares. Each of the Seller and Principals has received or examined Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Buyer’s Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005, Buyer’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 and Buyer’s Definitive Proxy Statement dated July 18, 2006. Each of the Seller and Principals has had the opportunity to ask questions and receive answers from Buyer concerning Buyer, and have been furnished with all other information about Buyer which it/he has requested. Each of the Seller and Principals is an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933, as amended. Each of the Seller and Principals believes that it/he has been fully apprised of all facts and circumstances necessary to permit it/him to make an informed decision about acquiring the Earn-Out Shares, that it/he has sufficient knowledge and experience in business and financial matters that it/he is capable of evaluating the merits and risks of an investment in the Earn-Out Shares, and that it/he has the capacity to protect its/his own interests in connection with the transactions contemplated hereby. Each of the Seller and Principals has been advised by Buyer and understands that, (1) the Earn-Out Shares to be issued hereunder, from the date of issuance until the effectiveness of the registration statement that Buyer is required to file pursuant to the Registration Rights Agreement with respect to the re-sale of the Earn-Out Shares, will not be registered under any federal or state securities laws, (2) such Earn-Out Shares must be held unless and until they are subsequently registered or an exemption from registration becomes available, (3) except as otherwise provided in the Registration Rights Agreement, the certificates representing such Earn-Out Shares shall bear appropriate restrictive legends, and (4) prior to the registration of the Earn-Out Shares pursuant to the Registratio...
Investment Matters. Subject to Chapter 4, the rights and obligations of the Parties in respect of investments shall be governed by the Bilateral Investment Treaty signed between the Parties at Amman, Jordan on 16 May 2004.
Investment Matters. (a) The Shareholder and, if applicable, the Related JLW Owner are resident in the country identified under the Shareholder's and Related JLW Owner's names in columns 1 and 2, respectively, of Annex B hereto, and neither the Shareholder nor, if applicable, the Related JLW Owner is resident in a territory outside such country.
Investment Matters. . . 7 Section 3.2
