Common use of Acquisition of Buyer's Shares for Investment Clause in Contracts

Acquisition of Buyer's Shares for Investment. (a) Each Stockholder is acquiring the Buyer's Shares for investment for Stockholder's own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Stockholders have no present intention of selling, granting any participation in, or otherwise distributing the same. Each Stockholder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of Buyer's Shares. (b) Each Stockholder understands that Buyer's Shares are not registered under the Securities Act, that the sale and the issuance of Buyer's Shares is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Buyer's reliance on such exemption is predicated on the Stockholder's representations set forth herein. Each Stockholder represents and warrants that: (i) he is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act, (ii) he can bear the economic risk of his respective investments, and (iii) he posses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in Buyer's Shares. (c) Stockholders acknowledge that neither the SEC, nor the securities regulatory body of any state has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (d) Stockholders acknowledge that they have carefully reviewed such information as each of them deemed necessary to evaluate an investment in Buyer's Shares. To the full satisfaction of each Stockholder, he has been furnished all materials that he has requested relating to Buyer and the issuance of Buyer's Shares hereunder, and each Stockholder has been afforded the opportunity to ask questions of Buyer's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Stockholders. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Buyer set forth in this Agreement, on which each of the Stockholders has relied in making an exchange of his Shares for Buyer's Shares. (e) Each Stockholder understands that Buyer's Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering Buyer's Shares or any available exemption from registration under the Securities Act, the Buyer's Shares must be held indefinitely. Each Stockholder further acknowledges that Buyer's Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Buyer's compliance with the reporting requirements under the Exchange Act.

Acquisition of Buyer's Shares for Investment. (a) Each Stockholder DNA is acquiring the Buyer's Shares for investment investment, for Stockholderit's own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Stockholders have has no present intention of selling, granting any participation in, or otherwise distributing the same, except that Buyer shall cause the Buyer’s Shares to be registered with the US Securities and Exchange Commission on Form S-4 following the Closing of the Transaction in order to allow DNA to distribute the Buyer’s Shares to its shareholders. Each Stockholder DNA further represents that he it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of Buyer's Shares. (b) Each Stockholder DNA understands that Buyer's Shares are have not been registered under the Securities Act, that the sale and the issuance of Buyer's Shares is intended to be exempt from registration under the Securities Act pursuant to Section Sections 4(2) and 4(6) thereof, and that Buyer's reliance on such exemption is predicated on the Stockholder's DNA’s representations set forth herein. Each Stockholder represents and warrants that: (i) he is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act, (ii) he can bear the economic risk of his respective investments, and (iii) he posses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in Buyer's Shares. (c) Stockholders DNA acknowledge that neither the Securities and Exchange Commission (the “SEC, ”) nor the securities regulatory body of any state has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (d) Stockholders acknowledge DNA acknowledges that they have it has carefully reviewed such information as each of them deemed necessary to evaluate an investment in Buyer's Shares. To the full satisfaction of each StockholderDNA, he management of DNA has been furnished all materials that he it has requested relating to Buyer and the issuance of Buyer's Shares hereunder, and each Stockholder management of DNA has been afforded the opportunity to ask questions of Buyer's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the StockholdersDNA. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Buyer set forth in this Agreement, on which each of the Stockholders DNA has relied in making an exchange of his the Shares for Buyer's Shares. (e) Each Stockholder Management of DNA understands that Buyer's Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering Buyer's Shares or any available exemption from registration under the Securities Act, the Buyer's Shares must be held indefinitely. Each Stockholder DNA further acknowledges that Buyer's Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Buyer's compliance with the reporting requirements under the Exchange Act).

Acquisition of Buyer's Shares for Investment. (a) Each Stockholder is acquiring the Buyer's Shares for investment for Stockholder's own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Stockholders have no present intention of selling, granting any participation in, or otherwise distributing the same. Each Stockholder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of Buyer's Shares. (b) Each Stockholder understands that Buyer's Shares are not registered under the Securities Act, that the sale and the issuance of Buyer's Shares is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Buyer's reliance on such exemption is predicated on the Stockholder's representations set forth herein. Each Stockholder represents and warrants that: (i) he is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act, (ii) he can bear the economic risk of his respective investments, and (iii) he posses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in Buyer's Shares. (c) Stockholders acknowledge that neither the United States Securities and Exchange Commission ("SEC"), nor the securities regulatory body of any state has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (d) Stockholders acknowledge that they have carefully reviewed such information as each of them deemed necessary to evaluate an investment in Buyer's Shares. To the full satisfaction of each Stockholder, he has been furnished all materials that he has requested relating to Buyer and the issuance of Buyer's Shares hereunder, and each Stockholder has been afforded the opportunity to ask questions of Buyer's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Stockholders. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Buyer set forth in this Agreement, on which each of the Stockholders has relied in making an exchange of his Shares for Buyer's Shares. (e) Each Stockholder understands that Buyer's Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering Buyer's Shares or any available exemption from registration under the Securities Act, the Buyer's Shares must be held indefinitely. Each Stockholder further acknowledges that Buyer's Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Buyer's compliance with the reporting requirements under the Exchange Act.

Acquisition of Buyer's Shares for Investment. (a) Each Stockholder is acquiring the Buyer's Shares for investment for Stockholder's own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Stockholders have no present intention of selling, granting any participation in, or otherwise distributing the same. Each Stockholder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of Buyer's Shares. (b) Each Stockholder understands that Buyer's Shares are not and will not be registered under the Securities Act, that the sale and the issuance of Buyer's Shares is intended to be exempt from registration under the Securities Act pursuant to Section Sections 4(2) and 4(6) thereof, and that Buyer's reliance on such exemption is predicated on the Stockholder's representations set forth herein. Each Stockholder represents and warrants that: (i) he or she is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act, (ii) he or she can bear the economic risk of his respective investments, and (iii) he posses or she possess such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in Buyer's Shares. (c) Stockholders acknowledge that neither the Securities and Exchange Commission (the “SEC, ”) nor the securities regulatory body of any state has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (d) Stockholders acknowledge that they have carefully reviewed such information as each of them deemed necessary to evaluate an investment in Buyer's Shares. To the full satisfaction of each Stockholder, he has been furnished all materials that he has requested relating to Buyer and the issuance of Buyer's Shares hereunder, and each Stockholder has been afforded the opportunity to ask questions of Buyer's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Stockholders. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Buyer set forth in this Agreement, on which each of the Stockholders has relied in making an exchange of his Shares for Buyer's Shares. (e) Each Stockholder understands that Buyer's Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering Buyer's Shares or any available exemption from registration under the Securities Act, the Buyer's Shares must be held indefinitely. Each Stockholder further acknowledges that Buyer's Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Buyer's compliance with the reporting requirements under the Exchange Act).