Common use of Acquisition of Interests for Investment Clause in Contracts

Acquisition of Interests for Investment. Each of Buyer and Merger Sub 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 Merger. Each of Buyer and Merger Sub confirms that the Company has made available to Buyer and Merger Sub and Buyer’s and Merger Sub’s agents and representatives the opportunity to ask questions of the officers and management employees of the Company and its Subsidiaries, and each of Buyer and Merger Sub confirms that it has made an independent investigation, analysis and evaluation of the Company and its Subsidiaries and their respective properties, assets, business, financial condition, documents, information and records. Buyer is acquiring the stock of the Surviving Corporation 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 common stock of the Surviving Corporation. Buyer understands and agrees that common stock of the Surviving Corporation may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from such registration available under such Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rockwell Collins Inc)

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Acquisition of Interests for Investment. Each of Buyer Acquiror and Merger Sub 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 Merger. Each of Buyer Acquiror and Merger Sub confirms that the Company has made available to Buyer Acquiror and Merger Sub and BuyerAcquiror’s and Merger Sub’s agents and representatives the opportunity to ask questions of the officers and management employees managers of the Company and its Subsidiariesthe Subsidiary, and each of Buyer Acquiror and Merger Sub confirms that it has made an independent investigation, analysis and evaluation of the Company and its Subsidiaries the Subsidiary and their respective properties, assets, business, financial condition, documents, information and records. Buyer Acquiror is acquiring the stock of the Surviving Corporation 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 common stock of the Surviving Corporation. Buyer Acquiror understands and agrees that common stock of the Surviving Corporation may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from such registration available under such Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nextera Energy Inc)

Acquisition of Interests for Investment. Each of Buyer and each Merger Sub 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 MergerMergers. Each of Buyer and each Merger Sub confirms that the Company has Companies have made available to Buyer and Merger Sub Subs and Buyer’s and Merger Sub’s Subs’ agents and representatives the opportunity to ask questions of the officers and management employees of the Company Companies as well as access to the documents, information and its Subsidiariesrecords of the Companies and to acquire additional information about the business and financial condition of the Companies, and each of Buyer and each Merger Sub confirms that it has made an independent investigation, analysis and evaluation of the Company and its Subsidiaries Companies and their respective properties, assets, business, financial condition, documents, information and records. Buyer is acquiring the capital stock and equity interests of the Surviving Corporation and the Surviving LLC 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 common stock of the Surviving CorporationCorporation or equity interests of the Surviving LLC. Buyer understands and agrees that common stock of the Surviving Corporation and equity interests of the Surviving LLC may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from such registration available under such Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.

Appears in 1 contract

Samples: Transactions Agreement (Carriage Services Inc)

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Acquisition of Interests for Investment. Each of Buyer and Merger Sub 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 Merger. Each of Buyer and Merger Sub confirms that the Company has made available to Buyer and Merger Sub and Buyer’s and Merger Sub’s agents and representatives the opportunity to ask questions of the officers and management employees of the Company and its Subsidiaries as well as access to the documents, information and records of the Company and its Subsidiaries and to acquire additional information about the business and financial condition of the Company and its Subsidiaries, and each of Buyer and Merger Sub confirms that it has made an independent investigation, analysis and evaluation of the Company and its Subsidiaries and their respective properties, assets, business, financial condition, documents, information and records. Buyer is acquiring the stock of the Surviving Corporation 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 common stock of the Surviving Corporation. Buyer understands and agrees that common stock of the Surviving Corporation may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from such registration available under such Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (V F Corp)

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