Common use of Acquisition of Shares for Investment Clause in Contracts

Acquisition of Shares for Investment. Purchaser has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of its purchase of the NGX/Shorcan Entities. Without limiting the other provisions hereof, Purchaser confirms that Sellers and their Affiliates have made available to Purchaser and Purchaser’s agents the opportunity to ask questions of the officers and management employees of Sellers and their Affiliates, and of the NGX/Shorcan Companies, as well as access to the documents, information and records of Sellers and the NGX/Shorcan Companies, and to acquire additional information about the Business and the financial condition of the NGX/Shorcan Companies, and Purchaser confirms that it has made an independent investigation, analysis and evaluation of the NGX/Shorcan Companies and their properties, assets, business, financial condition, prospects, documents, information and records. Purchaser is acquiring the shares of the NGX/Shorcan Entities 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 shares of the NGX/Shorcan Entities. Purchaser acknowledges that the shares of the NGX/Shorcan Entities have not been registered under the Securities Act, or any state securities Laws, and have not been qualified by a prospectus under Canadian securities Laws and agrees that the shares of the NGX/Shorcan Entities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with Canadian securities Laws and foreign securities Laws, in each case, to the extent applicable.

Acquisition of Shares for Investment. Purchaser has Purchasers have such knowledge and experience in financial and business matters, and is are capable of evaluating the merits and risks of its their purchase of the NGX/Shorcan Trayport Entities. Without limiting the other provisions hereof, Purchaser confirms Purchasers confirm that Sellers Seller and their its Affiliates have made available to Purchaser Purchasers and Purchaser’s Purchasers’ agents the opportunity to ask questions of the officers and management employees of Sellers Seller and their its Affiliates, and of the NGX/Shorcan Trayport Companies, as well as access to the documents, information and records of Sellers Seller and the NGX/Shorcan Trayport Companies, and to acquire additional information about the Business and the financial condition of the NGX/Shorcan Trayport Companies, and Purchaser confirms Purchasers confirm that it has they have made an independent investigation, analysis and evaluation of the NGX/Shorcan Trayport Companies and their properties, assets, business, financial condition, prospects, documents, information and records. Purchaser is Purchasers are acquiring the shares of the NGX/Shorcan Trayport Entities 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 shares of the NGX/Shorcan Trayport Entities. Purchaser acknowledges Purchasers acknowledge that the shares of the NGX/Shorcan Trayport Entities have not been registered under the Securities Act, or any state securities Laws, and have not been qualified by a prospectus under Canadian securities Laws and agrees that the shares of the NGX/Shorcan Trayport Entities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with Canadian securities Laws and foreign securities Laws, in each case, to the extent applicable.

Acquisition of Shares for Investment. Purchaser has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of its purchase of the NGX/Shorcan Trayport Entities. Without limiting the other provisions hereof, Purchaser confirms that Sellers and their Affiliates have made available to Purchaser and Purchaser’s agents the opportunity to ask questions of the officers and management employees of Sellers and their Affiliates, and of the NGX/Shorcan Trayport Companies, as well as access to the documents, information and records of Sellers and Sellers, the NGX/Shorcan Companies, Trayport Companies and to acquire additional information about the Business and the financial condition of the NGX/Shorcan Trayport Companies, and Purchaser confirms that it has made an independent investigation, analysis and evaluation of the NGX/Shorcan Trayport Companies and their properties, assets, business, financial condition, prospects, documents, information and records. Purchaser is acquiring the shares of the NGX/Shorcan Trayport Entities 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 shares of the NGX/Shorcan Trayport Entities. Purchaser acknowledges that the shares of the NGX/Shorcan Trayport Entities have not been registered under the Securities Act, or any state securities Laws, and have not been qualified by a prospectus under Canadian securities Laws and agrees that the shares of the NGX/Shorcan Trayport Entities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with Canadian securities Laws and foreign securities Laws, in each case, to the extent applicable.

Acquisition of Shares for Investment. Purchaser has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of its purchase of the NGX/Shorcan EntitiesShares. Without limiting the other provisions hereof, Purchaser confirms that Parent and the Sellers and their Affiliates have made available to Purchaser and Purchaser’s agents the opportunity to ask questions of the officers and management employees of Sellers Parent and their Affiliatesof the Sellers, and of the NGX/Shorcan Companies, Transferred Companies and their respective Subsidiaries as well as access to the documents, information and records of Parent, the Sellers and the NGX/Shorcan Companies, Transferred Companies and their respective Subsidiaries and to acquire additional information about the Business business and the financial condition of the NGX/Shorcan CompaniesBusiness, and Purchaser confirms that it has made an independent investigation, analysis and evaluation of the NGX/Shorcan Transferred Companies and their respective Subsidiaries and their properties, assets, business, financial condition, prospects, documents, information and records. Purchaser is acquiring the shares of the NGX/Shorcan Entities 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 shares of the NGX/Shorcan EntitiesShares. Purchaser acknowledges that the shares of the NGX/Shorcan Entities Shares have not been registered under the Securities Act, Act or any state securities Laws, and have not been qualified by a prospectus under Canadian securities Laws and agrees that the shares of the NGX/Shorcan Entities Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with Canadian securities Laws and foreign securities Laws, in each case, to the extent applicable.

Acquisition of Shares for Investment. Purchaser has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of its purchase of the NGX/Shorcan EntitiesAcquired Subsidiary Equity. Without limiting the other provisions hereof, Purchaser confirms that Parent and Sellers and their Affiliates have made available to Purchaser and or Purchaser’s agents agent the opportunity to ask questions of the officers and management employees of Sellers Parent and their Affiliatesof Sellers, and of the NGX/Shorcan Companies, Acquired Subsidiaries and their respective Subsidiaries as well as access to the documents, information and records of Parent, Sellers and the NGX/Shorcan Companies, Acquired Subsidiaries and their respective Subsidiaries and to acquire additional information about the Business business and the financial condition of the NGX/Shorcan CompaniesBusiness, and Purchaser confirms that it has made an independent investigation, analysis and evaluation of the NGX/Shorcan Companies Acquired Subsidiaries and their respective Subsidiaries and their properties, assets, business, financial condition, prospects, documents, information and records. Purchaser is acquiring the shares of the NGX/Shorcan Entities Acquired Subsidiary Equity 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 shares of the NGX/Shorcan EntitiesAcquired Subsidiary Equity. Purchaser acknowledges that the shares of the NGX/Shorcan Entities have Acquired Subsidiary Equity has not been registered under the Securities Act, or any state securities Laws, and have not been qualified by a prospectus under Canadian securities Laws and agrees that the shares of the NGX/Shorcan Entities Acquired Subsidiary Equity may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available available, or in a transaction not subject to registration, under the Securities Act, Act and without compliance with Canadian securities Laws and foreign securities Laws, in each case, to the extent applicable. Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act, and any Acquired Subsidiary Equity that Purchaser receives hereunder will be received only on its own behalf and its Affiliate assignees and not for the account or benefit of any other person or entity.

Acquisition of Shares for Investment. Purchaser has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of its purchase of the NGX/Shorcan EntitiesAcquired Subsidiary Equity. Without limiting the other provisions hereof, Purchaser confirms that Parent and Sellers and their Affiliates have made available to Purchaser and or Purchaser’s agents 's agent the opportunity to ask questions of the officers and management employees of Sellers Parent and their Affiliatesof Sellers, and of the NGX/Shorcan Companies, Acquired Subsidiaries and their respective Subsidiaries as well as access to the documents, information and records of Parent, Sellers and the NGX/Shorcan Companies, Acquired Subsidiaries and their respective Subsidiaries and to acquire additional information about the Business business and the financial condition of the NGX/Shorcan CompaniesBusiness, and Purchaser confirms that it has made an independent investigation, analysis and evaluation of the NGX/Shorcan Companies Acquired Subsidiaries and their respective Subsidiaries and their properties, assets, business, financial condition, prospects, documents, information and records. Purchaser is acquiring the shares of the NGX/Shorcan Entities Acquired Subsidiary Equity 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 shares of the NGX/Shorcan EntitiesAcquired Subsidiary Equity. Purchaser acknowledges that the shares of the NGX/Shorcan Entities have Acquired Subsidiary Equity has not been registered under the Securities Act, or any state securities Laws, and have not been qualified by a prospectus under Canadian securities Laws and agrees that the shares of the NGX/Shorcan Entities Acquired Subsidiary Equity may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available available, or in a transaction not subject to registration, under the Securities Act, Act and without compliance with Canadian securities Laws and foreign securities Laws, in each case, to the extent applicable. Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act, and any Acquired Subsidiary Equity that Purchaser receives hereunder will be received only on its own behalf and its Affiliate assignees and not for the account or benefit of any other person or entity.