Acquisition for Investment Purposes. The Holder represents and acknowledges to the Company and its officers and directors that the Option Securities at the time of issuance to the Holder upon exercise of this Option (i) will be acquired by the Holder for investment purposes only without the intent to resell such Option Securities, (ii) will be issued pursuant to exemption from registration under the Securities Act and any applicable state securities act, (iii) will not be transferred except pursuant to registration under the Securities Act and any applicable state securities act unless pursuant to exemption from registration under such acts, and (iv) the certificates evidencing the Option Securities will bear appropriate restrictive transfer legends as required pursuant to the Securities Act and any applicable state securities act.
Acquisition for Investment Purposes. Such Purchaser is acquiring its entire beneficial ownership interest in the Purchased Securities for its own account for investment purposes only and not with a view to any distribution of the Purchased Securities in any manner that would violate the securities laws of the United States or any other jurisdiction. Such Purchaser has been advised and understands that the Purchased Securities have not been registered under the Securities Act, the “blue sky” laws of any jurisdiction or the laws of any other jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act) and in compliance with the restrictions on transfer set forth in the Transaction Documents. Such Purchaser has been advised and understands that the Company, in issuing the Purchased Securities, is relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.
Acquisition for Investment Purposes. Investor is acquiring its interest in the Securities for its own account, and not as a nominee for any Person other than Investor and its Affiliates. Investor is not acquiring the Preferred Shares with a view to or for sale or transfer in connection with any distribution of the Preferred Shares except pursuant to transactions registered under the Act or exempt from such registration; provided, however, that the disposition of its property shall at all times be within its control.
Acquisition for Investment Purposes. The Click Selling Shareholder is acquiring Roadships Exchange Shares through the Share Exchange for investment purposes for the Click Selling Shareholder’s own account, and not with a view to resale or distribution of any part thereof. The Click Selling Shareholder has no present intention of selling or otherwise distributing any Roadships Exchange Shares, except in compliance with applicable securities laws. The Click Selling Shareholder does not have any contract, undertaking, agreement or arrangement to sell, transfer or grant participation to any other person, with respect to any of the Roadships Exchange Shares, except in compliance with applicable securities laws. The Click Selling Shareholder can bear the economic risk of the Click Selling Shareholder’s investments, and possesses such knowledge and experience in financial and business matters that the Click Selling Shareholder is capable of evaluating the merits and risks of an investment in Roadships and its securities.
Acquisition for Investment Purposes. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its participation in the transactions contemplated by this Agreement. Buyer confirms that Yucatan and Camden have made available to Buyer and its representatives and advisors (i) the opportunity to ask questions of the directors, officers, managers and management employees (as applicable) of the Company Parties, and (ii) access to the documents, information and records of the Company Parties, and Buyer confirms that it has made an independent investigation, analysis and evaluation of the Company Parties and their properties, assets, business, financial condition, documents, information and records. Buyer is acquiring the Transferred Securities for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Transferred Securities. Buyer understands and agrees that the Transferred Securities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Exchange Act, except pursuant to an exemption from such registration available thereunder, and without compliance with state, local and foreign securities laws, in each case, to the extent applicable.
Acquisition for Investment Purposes. The Holder represents and acknowledges to Kruger that the Warrant Securities at the time of transfer and delivery to the Holder upon exercise of the Warrant (i) will be acquired by the Holder for investment purposes only without the intent to resell such Warrant Securities, (ii) will be issued pursuant to exemption from registration under the Securities Act and any applicable state securities act, (iii) will not be transferred except pursuant to registration under the Securities Act and any applicable state securities act unless pursuant to exemption from registration under such acts, and (iv) the certificates evidencing the Warrant Securities will bear appropriate restrictive transfer legends as required pursuant to the Securities Act and any applicable state securities act.
Acquisition for Investment Purposes. The Seller represents that it is acquiring the Shares for its own account, for investment purposes only, and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring, or otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring, or disposing of them upon full compliance with all applicable provisions of the Securities Act, the Securities and Exchange Act of 1934 as amended, the Rules and Regulations promulgated by the United States Securities and Exchange Commission thereunder, and any applicable state securities laws. The Seller further understands and agrees that (i) the securities may be sold only if they are subsequently registered under the Securities Act and qualified under any applicable state securities laws or, in the opinion of counsel acceptable to Buyer, an exemption from such registration and qualification is available; (ii) except as otherwise provided for herein, the Buyer will be under no obligation to register or qualify the Shares or effect compliance with any exemption from such registration or qualification; and (iii) any routine sales of securities made in reliance upon Rule 144 promulgated by the Commission can be made only in the amounts set forth in and pursuant to the other terms and conditions of that Rule.
Acquisition for Investment Purposes. Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
Acquisition for Investment Purposes. The Holder is acquiring the Exchange Shares solely for such Holder’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Holder has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of any of the Exchange Shares and the Holder has no plans to enter into any such agreement or arrangement
Acquisition for Investment Purposes. (a) All of the Shares will be acquired for the Purchaser’s own account and not on behalf of any other person or persons in a manner which would violate, or cause the violation of, any Securities Act, (b) all of the Shares will be acquired solely for investment and without any present view to, or for sale in connection with, any distribution thereof to any other persons, (c) the Purchaser has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the Purchaser’s investment in the Company and (d) the Purchaser has consulted with its counsel, to the extent that it deemed necessary, and has not relied upon the Company or any officer, employee, consultant or representative thereof, for any explanation of the application of any securities or other law with regard to the Purchaser’s acquisition of the Shares.
