Acquisition of Purchased Shares. In consideration for payment of the Purchase Price (as hereinafter defined), Fradxxxx xxxeby purchases from Seller, and Seller hereby transfers and conveys to Fradxxxx, xxe Purchased Shares, free and clear of all liens and encumbrances except (a) pursuant to the Hypothecation Agreement (as such term is defined in Section 3 below), and (b) restrictions on transfer imposed by applicable federal and state securities laws ("Securities Laws").
Acquisition of Purchased Shares. The Purchaser is acquiring the Shares for its own account and for investment, and not with a view to, or for sale in connection with, any distribution of any such Shares.
Acquisition of Purchased Shares. The primary purpose of the acquisition of the Purchased Shares hereunder is not generating a profit or the avoidance of loss for Purchaser or another third party, but rather an acquisition at a purchase price which reflects a substantial premium on the market price, the primary purpose of which is to (i) satisfy and comply with specific financing requirements mandated by a third providing credit financing for the Controlling Stake Acquisition, where the direct alternative of the acquisition hereunder is economically inefficient, and (ii) avoid a conflict between certain provisions of the BLL Agreement providing for the Seller Minority Rights and the shareholders’ agreement to be entered into between the Purchaser and Scailex at the Closing. EXECUTION COPY
Acquisition of Purchased Shares. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Purchased Shares. Buyer confirms that Sellers have made available to Buyer the opportunity to ask questions of the officers and management employees the Company and to acquire additional information about the business and financial condition of the Company. Buyer is acquiring the Purchased Shares 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 Purchased Shares. Buyer understands that the Purchased Shares have not been, and will not be, registered under the Securities Laws, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. Buyer agrees that the Purchased Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under Securities Laws, except pursuant to an exemption from registration under such Securities Laws, and without compliance with state securities laws, in each case, to the extent applicable.
Acquisition of Purchased Shares. The Company shall establish and maintain for each Participant in each Offering Period a Purchased Share Account, which shall have the following subaccounts (as applicable):
Acquisition of Purchased Shares. Purchaser represents and warrants that it fully acknowledges and accepts that the Purchased Shares to be received by Purchaser hereunder will be acquired for investment for Purchaser's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Purchaser also represents that it has not been formed for the specific purpose of acquiring the Purchased Shares.
Acquisition of Purchased Shares. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Purchased Shares. Buyer confirms that Sellers have made available to Buyer the opportunity to ask questions of the officers and management employees the Company and to acquire additional information about the business and financial condition of the Company. Buyer is acquiring the Purchased Shares 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 Purchased Shares. Buyer agrees that the Purchased Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under Securities Laws, except pursuant to an exemption from registration under such Securities Laws, and without compliance with state securities laws, in each case, to the extent applicable.
Acquisition of Purchased Shares
