Investment Undertaking. The Holder will hold the Option and the rights constituent thereto for investment and not with an intention of distribution, and upon exercise will deliver a letter confirming the Holder's nondistributive intent with respect to the shares of Corporation's $.01 par value common stock received as a result of the exercise of the Option.
Investment Undertaking. The Seller acknowledges that the Consideration Shares to be issued to the Seller pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933 (the "Securities Act"). The Seller acknowledges that the Seller is acquiring such shares for the Seller's own account for investment purposes and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Seller acknowledges that the Seller understands that Rule 144 requires that such shares issued hereunder may not be disposed of for a period of at least one year from the date of acquisition. The Seller acknowledges that (i) the Seller and each stockholder of the Seller is an "accredited investor", as that term is defined in Rule 501 under the Securities Act, (ii) the Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of an investment in the Purchaser Common Stock and has obtained, in its judgment, sufficient information from Purchaser to evaluate the merits and risks of an investment in the Purchaser Common Stock, (iii) the Seller has been provided the opportunity to obtain information and documents concerning Purchaser and the Purchaser Common Stock, and has been given the opportunity to ask questions of, and receive answers from, the directors and officers of Purchaser concerning Purchaser and the Purchaser Common Stock and other matters pertaining to its investment, (iv) the Seller understands that it must bear the economic risk of the investment in the Consideration Shares indefinitely and (v) such Consideration Shares are "restricted securities" and may not be sold, transferred, pledged, loaned, assigned, hypothecated or otherwise disposed of unless such shares are subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from registration is available. The Seller acknowledges that the offer of the Purchaser Common Stock will not be reviewed by any governmental agency and is being sold to the Seller in reliance upon exemption from the Securities Act. The Seller acknowledges that each certificate representing the Consideration Shares will bear the legend set forth in Section 2.7.
Investment Undertaking. The Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the shares of Restricted Stock. The Holder hereby represents and warrants that Holder will hold the Restricted Stock and the rights constituent thereto for investment for Holder’s own account only and without any present intention of distribution or sale.
Investment Undertaking. 10. The Options may be exercised only by Holder except as provided for herein. The Holder will hold the Options and the rights constituent thereto for investment and not with an intention of distribution, and upon exercise will deliver a letter confirming the Holder's nondistributive intent with respect to the shares of the Employer’s common stock received as a result of the exercise of the Options.
Investment Undertaking. The Shareholders confirm that the shares of ---------------------- MedSource Common Stock to be issued to them pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). The Shareholders are acquiring such shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. The Shareholders understand that such shares issued hereunder may not be disposed of for a period of at least one year (and possibly two years) pursuant to Rule 144, which may not be available at all if MedSource is not in compliance with the requirements of Rule 144. The Shareholders understand that each must bear the economic risk of the investment indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available. Each Shareholder is a sophisticated investor who either (i) has such knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment in the securities being acquired hereunder, or (ii) has obtained independent professional financial advice sufficient to enable him to evaluate the merits and risks of this investment in the securities being acquired hereunder.
Investment Undertaking. 22.A. To induce the acceptance of each Member’s offer to purchase a Membership Interest knowing that the Company, the Managing Member and the other Members are relying thereon, each Member makes the following representations, warranties and covenants:
Investment Undertaking. Manager shall use its Best Efforts to assure that the policies from time to time specified by the Board with regard to the protection of Company's investments are carried out. Any and all fees and costs incurred by Manager in performing such functions, whether payable to its Affiliates or independent Persons, shall be borne by Company.
Investment Undertaking. The Options covered by this Agreement may be exercised only by Grantee during his lifetime, and in any event by February 28, 2004; provided, however, that the Closing of any proper exercise of the Option before February 28, 2004 may occur at any time after February 28, 2004 in accordance with the other provisions hereof and provided further that the final Closing shall occur, with respect to all or such portion of the Options as have been properly exercised before February 28, 2004, no later than the next day after the Corporation has given the Scheduling Notice regarding the final Closing. Grantee will hold this Option Agreement and the rights arising hereunder for investment, and not with a view to distribution, and upon exercise will deliver a letter confirming Grantee's non-distributive intent with respect to the shares of Common Stock received.
Investment Undertaking. JH acknowledges that the Preferred Shares to be issued pursuant to Section 4(a) of this Agreement and the shares of common stock, par value $.01 per share, of AAI issuable upon conversion of the Preferred Shares will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). JH is acquiring the Preferred Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. JHHS and JHU are "accredited, investors," as defined in Rule 501 of Regulation D under the Securities Act of 1933. JH understands that Rule 144 requires that the Preferred Shares and the shares of common stock issuable upon conversion may not be disposed of for a period of at least one year. JH understands that it must bear the economic risk of the investment in the Preferred Shares and the shares of common stock issuable upon conversion of the Preferred Shares indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws, or an exemption from registration is available.
Investment Undertaking. (1) Each Transferor confirms that the shares of Preferred Stock to be issued to such Transferor pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933 ("Rule 144"). Each Transferor is acquiring such shares for such Transferor's own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. Each Transferor understands that Rule 144 requires that such shares issued hereunder may not be disposed of for a period of at least one year. Each Transferor understands that it must bear the economic risk of the investment indefinitely because such shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act of 1933 and applicable state securities laws or an exemption from registration is available.
