INVESTMENT REPRESENTATIONS; LOCKUP AGREEMENTS Sample Clauses

INVESTMENT REPRESENTATIONS; LOCKUP AGREEMENTS. Each of the Stockholders acknowledges that the Special Warrants, and the shares of Industrialex Common Stock that will be issuable upon exercise of the Special Warrants, have not been registered or qualified under the Securities Act of 1933 or any state securities laws, and will be issued to the Stockholders pursuant to an exemption from such registration or qualification for transactions not involving a public offering. The Special Warrants and the Industrialex Common Stock are therefore "restricted securities," as that term is defined in Rule 144 under the 1933 Act, and may not be sold or transferred except pursuant to an effective registration statement under the 1933 Act and the applicable state securities laws or pursuant to exemptions from such registration requirements. In addition, each Stockholder agrees that, in the event that Industrialex effects a public offering of the Industrialex Common Stock (presently anticipated to be effected on the CanadianValue Exchange in six to nine months) within one year of the Closing Date, each Stockholder agrees to enter into a lock-up agreement covering 70% of the Special Warrants and the shares issuable upon exercise of the Special Warrants pursuant to which such shares may not be sold or transferred for a period of nine months after the effective date of the initial public offering. Each Stockholder agrees, at the Closing, to deliver to Industrialex an Investment Representation and Lock-Up Agreement substantially in the form of EXHIBIT C, setting forth the aforesaid investment representations and agreements. The restrictions on transfers set forth in this Section 5.7 shall not prohibit the transfer of the Special Warrants and the shares issuable upon exercise of such Special Warrants by a Stockholder by gift to a donee that agrees to hold the transferred shares subject to the same restrictions on transfer as are applicable to the Stockholder/transferor of such securities.
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INVESTMENT REPRESENTATIONS; LOCKUP AGREEMENTS. Each of the Stockholders acknowledges that the Special Warrants, and the shares of Industrialex Common Stock that will be issuable upon exercise of the Special Warrants, have not been registered or qualified under the Securities Act of 1933 or any state securities laws, and will be issued to the Stockholders pursuant to an exemption from such registration or qualification for transactions not involving a public offering. The Special Warrants and the Industrialex Common Stock are therefore "restricted securities," as that term is defined in Rule 144 under the 1933 Act, and may not be sold or transferred
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Related to INVESTMENT REPRESENTATIONS; LOCKUP AGREEMENTS

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Additional Investment Representations Executive represents and warrants that:

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Credit Agreement Representations All representations and warranties in the Credit Agreement relating to it are true and correct as of the date hereof and on each date the representations and warranties hereunder are restated pursuant to any of the Loan Documents with the same force and effect as if such representations and warranties had been made on and as of such date except to the extent that such representations and warranties relate specifically to another date.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

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