Acquisition of Interests for Investment. Acquiror 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. Acquiror confirms that Sellers made available to Acquiror and Acquiror’s agents the opportunity to ask questions of the officers and management employees of the Companies as well as access to the documents, information and records of the Companies and to acquire additional information about the business and financial condition of the Companies, and Acquiror confirms that it has made an independent investigation, analysis and evaluation of the Companies and their respective properties, assets, business, financial condition, documents, information and records. Acquiror is acquiring the Equity Interests for investment and not with a view toward or for sale in connection with any distribution thereof. Acquiror understands and agrees that the Equity Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to an exemption from such registration available under said Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Acquisition of Interests for Investment. Acquiror 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. Acquiror confirms that Sellers made available to Acquiror and Acquiror’s agents the opportunity to ask questions of the officers and management employees of the Companies as well as access to the documents, information and records of the Companies and to acquire additional information about the business and financial condition of the Companies, and Acquiror confirms that it has made an independent investigation, analysis and evaluation of the Companies and their respective properties, assets, business, financial condition, documents, information and records. Acquiror is acquiring the Equity Interests for investment and not with a view toward or for sale in connection with any distribution thereofthereof in violation of the Securities Act. Acquiror understands and agrees that the Equity Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to an exemption from such registration available under said Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Acquisition of Interests for Investment. Acquiror 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. Acquiror Buyer confirms that Sellers the Seller Parties have made available to Acquiror Buyer and AcquirorBuyer’s agents and representatives the opportunity to ask questions of the officers and management employees of the Companies as well as access to the documents, information and records of the Companies and to acquire additional information about the business and financial condition of the Companies, and Acquiror Buyer confirms that it has made an independent investigation, analysis and evaluation of the Companies and their respective properties, assets, business, financial condition, documents, information and records. Acquiror Buyer is acquiring the Equity Membership Interests 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 such equity interests. Acquiror Buyer understands and agrees that the Equity Interests such equity interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Securities Act”)amended, except pursuant to an exemption from such registration available under said such Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
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Acquisition of Interests for Investment. Acquiror 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 Agreementhereby. Acquiror Buyer confirms that Sellers the Company has made available to Acquiror Buyer and Acquiror’s its agents and representatives the opportunity to ask questions of the officers and management employees of the Companies Company and its Subsidiaries as well as access to the documents, information and records of the Companies Company and its Subsidiaries and to acquire additional information about the business and financial condition of the CompaniesCompany and its Subsidiaries, and Acquiror Buyer confirms that it has made an independent investigation, analysis and evaluation diligence investigation of the Companies Company and their respective properties, assets, business, financial condition, documents, information and recordsits Subsidiaries. Acquiror Buyer is acquiring the Equity Interests membership interests of the Company 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 membership interests of the Company. Acquiror Buyer understands and agrees that membership interests of the Equity Interests Company may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Securities Act”)amended, except pursuant to an exemption from such registration available under said Actthe Securities Act of 1933, as amended, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (EDGEWELL PERSONAL CARE Co)
Acquisition of Interests for Investment. Acquiror 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. Acquiror Buyer confirms that Sellers Seller made available to Acquiror Buyer and AcquirorBuyer’s agents the opportunity to ask questions of the officers and management employees of the Companies Company Entities as well as access to the documents, information and records of the Companies Company Entities and to acquire additional information about the business and financial condition of the CompaniesCompany Entities, and Acquiror Buyer confirms that it has made an independent investigation, analysis and evaluation of the Companies Company Entities and their respective properties, assets, business, financial condition, documents, information and records. Acquiror Buyer is acquiring the Equity Interests Shares for investment and not with a view toward or for sale in connection with any distribution thereofthereof in violation of the Securities Act. Acquiror Buyer understands and agrees that the Equity Interests Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Securities Act”), except pursuant to an exemption from such registration available under said the Securities Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
Appears in 1 contract
Samples: Share Purchase Agreement (Sensata Technologies Holding N.V.)