Common use of Acquisition of Shares for Investment Clause in Contracts

Acquisition of Shares for Investment. Buyer acknowledges that in ------------------------------------ acquiring the Shares under this Agreement, Buyer has relied solely on its own due diligence investigation, the representations and warranties set forth in Section 2.1, including the information in the Disclosure Schedule related thereto and the documents and information referred to therein, and the other covenants and statements of Seller set forth in this Agreement, and not upon any other representations, warranties, covenants or statements of any kind. Buyer is an "accredited investor", as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and has sufficient knowledge, experience and sophistication to enable it properly and fully to evaluate and understand the merits and risks associated with its acquisition of the Shares. Buyer is acquiring the Shares for its own account for investment and with no present intention of distributing or reselling such Shares or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act. Buyer understands that the Shares have not been registered under the Securities Act or any state securities laws and may not be sold or transferred except in compliance therewith or pursuant to an exemption thereunder and are being transferred to Buyer, in part, in reliance on the foregoing representation and warranty.

Acquisition of Shares for Investment. Buyer acknowledges that in ------------------------------------ acquiring the Shares under this Agreement, Buyer has relied solely on its own due diligence investigation, the representations and warranties set forth in Section 2.1, including the information in the Disclosure Schedule related thereto and the documents and information referred to therein, and the other covenants and statements of Seller set forth in this Agreement, and not upon any other representations, warranties, covenants or statements of any kind. The Buyer is an "accredited investor", ," as such term is defined in Section 2(15) of the Securities Act and Rule 501 of Regulation D under promulgated thereunder, the Securities Act of 1933, as amended (the "Securities Act"), and has sufficient knowledge, experience and sophistication to enable it properly and fully to evaluate and understand the merits and risks associated with its acquisition of the Shares. Buyer is acquiring purchasing the Shares for its the Buyer's own account account, solely for investment purposes, and not with no a view to, or for resale in connection with, any distribution thereof or with any present intention of distributing or reselling such Shares or selling any part thereof in any transaction which would constitute a "distribution" within of the meaning of Shares, except as allowed by the Securities Act, or any rules and regulations promulgated thereunder. The Buyer understands and agrees that the Shares being acquired pursuant to this Agreement have not been registered under the Securities Act or under any applicable state securities laws and may not be sold, pledged, assigned, hypothecated or otherwise transferred ("Transfer"), except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the availability of which shall be established to the satisfaction of the Company at or prior to the time of Transfer. The Buyer acknowledges that it may have to bear the economic risk of its investment in the Shares for an indefinite period of time since the Shares have not been registered under the Securities Act or any state securities laws and may therefore cannot be sold unless the Shares are subsequently registered or transferred except in compliance therewith or pursuant to an exemption thereunder from registration is available. The Buyer has received and are reviewed such information concerning the Company as it deems necessary to evaluate the risks and merits of its investment in the Company. The Buyer has such knowledge and experience in financial matters as to be capable of evaluating the merits and risks of an investment in the Shares. The sale of the Shares to the Buyer is being transferred to Buyer, in part, in reliance on the foregoing representation and warrantymade without any public solicitation or advertisements.

Acquisition of Shares for Investment. Buyer acknowledges that in ------------------------------------ acquiring the Shares under this Agreement, Buyer has relied solely on its own due diligence investigation, the representations and warranties set forth in Section 2.1, including the information in the Disclosure Schedule related thereto and the documents and information referred to therein, and the other covenants and statements of Seller set forth in this Agreement, and not upon any other representations, warranties, covenants or statements of any kind. The Buyer is an ------------------------------------ "accredited investor", ," as such term is defined in Section 2(15) of the Securities Act and Rule 501 of Regulation D under promulgated thereunder, the Securities Act of 1933, as amended (the "Securities Act"), and has sufficient knowledge, experience and sophistication to enable it properly and fully to evaluate and understand the merits and risks associated with its acquisition of the Shares. Buyer is acquiring purchasing the Shares for its the Buyer's own account account, solely for investment purposes, and not with no a view to, or for resale in connection with, any distribution thereof or with any present intention of distributing or reselling such Shares or selling any part thereof in any transaction which would constitute a "distribution" within of the meaning of Shares, except as allowed by the Securities Act, or any rules and regulations promulgated thereunder. The Buyer understands and agrees that the Shares being acquired pursuant to this Agreement have not been registered under the Securities Act or under any applicable state securities laws and may not be sold, pledged, assigned, hypothecated or otherwise transferred ("Transfer"), except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the availability of which shall be established to the satisfaction of the Company at or prior to the time of Transfer. The Buyer acknowledges that it must bear the economic risk of its investment in the Shares for an indefinite period of time since the Shares have not been registered under the Securities Act or any state securities laws and may therefore cannot be sold unless the Shares are subsequently registered or transferred except in compliance therewith or pursuant to an exemption thereunder form registration is available. The Buyer has received and are reviewed such information concerning the Company as it deems necessary to evaluate the risks and merits of its investment in the Company. The Buyer has such knowledge and experience in financial matters as to be capable of evaluating the merits and risks of an investment in the Shares. The sale of the Shares to the Buyer is being transferred to Buyer, in part, in reliance on the foregoing representation and warrantymade without any public solicitation or advertisements.