Common use of Securities Laws Representations Clause in Contracts

Securities Laws Representations. Purchaser is acquiring the ------------------------------- Shares for Purchaser's own account and not with a view to or for sale in connection with any distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.

Securities Laws Representations. Purchaser Without limiting any of the representations and warranties of 4Health contained herein, Xxxxx hereby acknowledges and agrees with 4Health that he is familiar with 4Health's assets, business, financial condition, results of operations, and prospects. He is aware of the risks attendant to an investment in the 4Health Common Stock. He has relied solely upon the independent investigations made by him and his representatives and 4Health's representations and warranties set forth herein in making a decision to approve the Merger and to acquire the 4Health Common Stock nad has a full understanding and appreciation of the risks inherent in such a speculative investment. In connection with such investigation, he and his advisors, if any, have had the opportunity to ask, to the extent he considered necessary, questions of, and have received answers from, officers of 4Health concerning the affairs of 4Health and have had access to reports filed by 4Health with the Commission (as hereinafter defined), all documents, records, books and additional information which he has deemed necessary to make an informed investment decision to acquire the 4Health Common Stock. He recognizes that the offer and sale by 4Health to him of the 4Health Common Stock has not been registered under the Securities Act or any other domestic or foreign securities laws (the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any such other applicable domestic and foreign securities laws are hereinafter collectively referred to herein as the "Securities Laws") and, except as set forth in 6.02 hereof, will not be registered under any such Securities Laws, in reliance upon exemptions from the registration requirements thereof. He is acquiring the ------------------------------- Shares 4Health Common Stock solely for Purchaser's his own account for investment and not with a view to to, or for sale offer or resale in connection with with, a distribution thereof in violation of any distributionSecurities Laws. Purchaser He understands that the effect of such representations and warranties is that such Stock must be held indefinitely unless the sale or transfer thereof is subsequently registered under applicable Securities Laws or an exemption from such registration is available at the time of the proposed sale or transfer thereof. Except as provided in Section 6.02 hereof, 4Health is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of the 4Health Common Stock or otherwise to register such Stock for sale under applicable Securities Laws. Xxxxx represents and warrants that he has such knowledge and experience in financial and business matters that Purchaser is as to be capable of evaluating the merits and risks of its investment approving the Merger and investing in the Shares4Health Common Stock; he is an "accredited investor" as defined in Rule 501 of Regulation D; and that the statements contained in this Section 3.23 are true, is able to bear the economic risk of such investment correct and is able to protect the Purchaser's own interests complete in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub all material respects and their affiliates as Purchaser deems do not omit any material fact necessary to enable Purchaser make such statements not misleading. Xxxxx shall make no sale or other disposition of his 4Health Common Stock unless (a) 4Health shall have received an opinion of counsel satisfactory in form and substance to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware it that the Shares have not been registered under the Securities Act and the Shares sale or other disposition may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred made without registration under the then applicable provisions of the Securities Act Laws and the rules and regulations promulgated thereunder, or an applicable exemption therefrom. Purchaser (b) such Stock is an accredited investor as that term is defined included in Rule 501(a) of Regulation D promulgated by the SEC a currently effective registration statement under the Securities Act. Purchaser acknowledges that until Neither Xxxxx, his wife nor any holder of a Converted Share has been convicted of any felony or misdemeanor in connection with the Shares are sold pursuant to registration under purchase and sale of any security or involving the making of any false filing with the Securities Act and Exchange Commission ("Commission"). Neither Xxxxx, his wife nor any holder of a Converted Share nor IN or an available exemption therefromany subsidiary of IN, all certificates representing Shares shall bear nor any officer, director and/or shareholder of IN or any subsidiary of IN, is subject to any order, judgment or decree of any court of competent jurisdiction, temporarily or preliminarily restraining or enjoining, or subject to any order, judgment or decree of any court of competent jurisdiction, permanently restraining or enjoining, such person from engaging in or continuing any conduct or practice in connection with the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933purchase and sale of any security or involving the making of any false filing with the Commission. Xxxxx agrees to secure and furnish to 4Health prior to the Effective Time investment representation letters from his wife and any other holder of Converted Shares, AS AMENDEDif any, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYaddressed to 4Health containing the same representations and warranties made by Xxxxx in this Section 3.23.

Securities Laws Representations. Purchaser is acquiring the ------------------------------- Shares for Purchaser's own account and not with a view to or for sale in connection with any distribution. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, . Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In Xxxxxx.Xx entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.

Securities Laws Representations. Purchaser Without limiting any of the representations and warranties of Sellers contained herein, each Selling Shareholder hereby acknowledges and agrees with IN that he is familiar with IN assets, business, financial condition, results of operations, and prospects. He is aware of the risks attendant to an investment in the IN Common Stock. He has relied solely upon the independent investigations made by him and his representatives and IN's representations and warranties set forth herein in making a decision to approve the Merger and to acquire the IN Common Stock and has a full understanding and appreciation of the risks inherent in such a speculative investment. In connection with such investigation, he and his advisors, if any, have had the opportunity to ask, to the extent he considered necessary, questions of, and have received answers from, officers of IN concerning the affairs of IN and have had access to reports filed by IN with the Commission (as hereinafter defined), all documents, records, books and additional information which he has deemed necessary to make an informed investment decision to acquire the IN Common Stock. He recognizes that the offer and sale by IN to him of the IN Common Stock has not been registered under the Securities Act or any other domestic or foreign securities laws (the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any such other applicable domestic and foreign securities laws are hereinafter collectively referred to herein as the "Securities Laws") and, except as set forth in 6.02 hereof, will not be registered under any such Securities Laws, in reliance upon exemptions from the registration requirements thereof. He is acquiring the ------------------------------- Shares IN Common Stock solely for Purchaser's his own account for investment and not with a view to to, or for sale offer or resale in connection with with, a distribution thereof in violation of any distributionSecurities Laws. Purchaser He understands that the effect of such representations and warranties is that such Stock must be held indefinitely unless the sale or transfer thereof is subsequently registered under applicable Securities Laws or an exemption from such registration is available at the time of the proposed sale or transfer thereof. Except as provided in Section 6.02 hereof, IN is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of the IN Common Stock or otherwise to register such Stock for sale under applicable Securities Laws. Each Selling Shareholder represents and warrants that he has such knowledge and experience in financial and business matters that Purchaser is as to be capable of evaluating the merits and risks of its investment approving the Merger and investing in the SharesIN Common Stock; he is an "accredited investor" as defined in Rule 501 of Regulation D, is able to bear in the economic risk case of such investment Xxxxxx, based on among other things his ownership of HVE Common Stock; and is able to protect that the Purchaser's own interests statements contained in connection with this transaction. Purchaser acknowledges having had access to such information concerning ParentSection 3.22 are true, Sub correct and their affiliates as Purchaser deems complete in all material respects and do not omit any material fact necessary to enable Purchaser make such statements not misleading. No Selling Shareholder shall make any sale or other disposition of his IN Common Stock unless (a) IN shall have received an opinion of counsel satisfactory in form and substance to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware it that the Shares have not been registered under the Securities Act and the Shares sale or other disposition may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred made without registration under the then applicable provisions of the Securities Act Laws and the rules and regulations promulgated thereunder, or an applicable exemption therefrom. Purchaser (b) such Stock is an accredited investor as that term is defined included in Rule 501(a) of Regulation D promulgated by the SEC a currently effective registration statement under the Securities Act. Purchaser acknowledges that until No Selling Shareholder has been convicted of any felony or misdemeanor in connection with the Shares are sold pursuant to registration under purchase and sale of any security or involving the making of any false filing with the Securities Act and Exchange Commission ("Commission"). No Selling Shareholder nor HVE, nor any officer, director and/or shareholder of HVE, is subject to any order, judgment or an available exemption therefromdecree of any court of competent jurisdiction, all certificates representing Shares shall bear permanently restraining or enjoining, such person from engaging in or continuing any conduct or practice in connection with the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933purchase and sale of any security or involving the making of any false filing with the Commission. Each Selling Shareholder agrees to secure and furnish to IN prior to the Effective Time investment representation letters from any other holder of Converted Shares, AS AMENDEDif any, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYaddressed to IN containing the same representations and warranties made by each Selling Shareholder in this Section 3.22.

Securities Laws Representations. Purchaser PURCHASER is acquiring the ------------------------------- Shares for PurchaserPURCHASER's own account and not with a view to or for sale in connection with any distribution. Purchaser PURCHASER has such knowledge and experience in financial and business matters that Purchaser PURCHASER is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the PurchaserPURCHASER's own interests in connection with this transaction. Purchaser acknowledges having PURCHASER has had access to such information concerning Parent, Sub and their affiliates Parent as Purchaser PURCHASER deems necessary to enable Purchaser PURCHASER to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser PURCHASER is aware that the Shares have not been registered under the Securities Act and the Shares may cannot be transferred by Purchaser PURCHASER unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall will not be transferred without registration under the Securities Act Act, or pursuant to an applicable exemption therefrom. Purchaser PURCHASER is an "accredited investor investor" as that such term is defined in Rule 501(a) of Regulation D as promulgated by the SEC under the Securities Act. Purchaser PURCHASER acknowledges that until the Shares are sold pursuant to registration registered under the Securities Act or an available exemption therefromAct, all the certificates representing the Shares shall bear the following legend: . THE SHARES SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT ACT, AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANYCOMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Securities Laws Representations. Purchaser Without limiting any of ------------------------------- the representations and warranties of Sellers contained herein, each Selling Shareholder hereby acknowledges and agrees with IN that he is familiar with IN assets, business, financial condition, results of operations, and prospects. He is aware of the risks attendant to an investment in the IN Common Stock. He has relied solely upon the independent investigations made by him and his representatives and IN's representations and warranties set forth herein in making a decision to approve the Merger and to acquire the IN Common Stock and has a full understanding and appreciation of the risks inherent in such a speculative investment. In connection with such investigation, he and his advisors, if any, have had the opportunity to ask, to the extent he considered necessary, questions of, and have received answers from, officers of IN concerning the affairs of IN and have had access to reports filed by IN with the Commission (as hereinafter defined), all documents, records, books and additional information which he has deemed necessary to make an informed investment decision to acquire the IN Common Stock. He recognizes that the offer and sale by IN to him of the IN Common Stock has not been registered under the Securities Act or any other domestic or foreign securities laws (the Securities Act, the Securities -21- Exchange Act of 1934, as amended (the "Exchange Act"), and any such other applicable domestic and foreign securities laws are hereinafter collectively referred to herein as the "Securities Laws") and, except as set forth in 6.02 hereof, will not be registered under any such Securities Laws, in reliance upon exemptions from the registration requirements thereof. He is acquiring the ------------------------------- Shares IN Common Stock solely for Purchaser's his own account for investment and not with a view to to, or for sale offer or resale in connection with with, a distribution thereof in violation of any distributionSecurities Laws. Purchaser He understands that the effect of such representations and warranties is that such Stock must be held indefinitely unless the sale or transfer thereof is subsequently registered under applicable Securities Laws or an exemption from such registration is available at the time of the proposed sale or transfer thereof. Except as provided in Section 6.02 hereof, IN is under no obligation to file a registration statement under the Securities Act covering the sale or transfer of the IN Common Stock or otherwise to register such Stock for sale under applicable Securities Laws. Each Selling Shareholder represents and warrants that he has such knowledge and experience in financial and business matters that Purchaser is as to be capable of evaluating the merits and risks of its investment approving the Merger and investing in the SharesIN Common Stock; he is an "accredited investor" as defined in Rule 501 of Regulation D, is able to bear in the economic risk case of such investment Xxxxxx, based on among other things his ownership of HVE Common Stock; and is able to protect that the Purchaser's own interests statements contained in connection with this transaction. Purchaser acknowledges having had access to such information concerning ParentSection 3.22 are true, Sub correct and their affiliates as Purchaser deems complete in all material respects and do not omit any material fact necessary to enable Purchaser make such statements not misleading. No Selling Shareholder shall make any sale or other disposition of his IN Common Stock unless (a) IN shall have received an opinion of counsel satisfactory in form and substance to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware it that the Shares have not been registered under the Securities Act and the Shares sale or other disposition may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred made without registration under the then applicable provisions of the Securities Act Laws and the rules and regulations promulgated thereunder, or an applicable exemption therefrom. Purchaser (b) such Stock is an accredited investor as that term is defined included in Rule 501(a) of Regulation D promulgated by the SEC a currently effective registration statement under the Securities Act. Purchaser acknowledges that until No Selling Shareholder has been convicted of any felony or misdemeanor in connection with the Shares are sold pursuant to registration under purchase and sale of any security or involving the making of any false filing with the Securities Act and Exchange Commission ("Commission"). No Selling Shareholder nor HVE, nor any officer, director and/or shareholder of HVE, is subject to any order, judgment or an available exemption therefromdecree of any court of competent jurisdiction, all certificates representing Shares shall bear temporarily or preliminarily restraining or enjoining, or subject to any order, judgment or decree of any court of competent jurisdiction, permanently restraining or enjoining, such person from engaging in or continuing any conduct or practice in connection with the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933purchase and sale of any security or involving the making of any false filing with the Commission. Each Selling Shareholder agrees to secure and furnish to IN prior to the Effective Time investment representation letters from any other holder of Converted Shares, AS AMENDEDif any, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANYaddressed to IN containing the same representations and warranties made by each Selling Shareholder in this Section 3.22.

Securities Laws Representations. Purchaser is acquiring the ------------------------------- Shares for Purchaser's own account and not with a view to or for sale in connection with any distributiondistribution other than in compliance with the Securities Act. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Shares, is able to bear the economic risk of such investment and is able to protect the Purchaser's own interests in connection with this transaction. Purchaser acknowledges having had access to such information concerning Parent, Sub and their affiliates as Purchaser deems necessary to enable Purchaser to make an informed decision concerning an investment in the Shares. In entering into this Agreement and consummating the transactions contemplated hereby, Purchaser is relying solely on its own investigation of Parent, Sub and their affiliates and their businesses, management, financial condition, properties and prospects and the merits and risks of such transactions. Purchaser is aware that the Shares have not been registered under the Securities Act and the Shares may not be transferred by Purchaser unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Shares shall not be transferred without registration under the Securities Act or an applicable exemption therefrom. Purchaser is an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act. Purchaser acknowledges that until the Shares are sold pursuant to registration under the Securities Act or an available exemption therefrom, all certificates representing Shares shall bear the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT AND EXEMPTION FROM ALL APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED BY THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.