Common use of Acquisition of Shares for Investment Clause in Contracts

Acquisition of Shares for Investment. 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 Shares. Buyer confirms that Seller has made available to Buyer the opportunity to ask questions of the officers and management employees of the Company and to acquire additional information about the business and financial condition of the Automotive Business. Buyer is acquiring the 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. Buyer agrees that the 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, except pursuant to an exemption from such registration available under such Act, and without compliance with foreign securities laws, in each case, to the extent applicable.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lear Corp /De/), Stock Purchase Agreement (United Technologies Corp /De/)

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Acquisition of Shares for Investment. Buyer Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase Seller's acquisition of the SharesPurchase Price Shares and has been provided access to personnel and books of Parent and its subsidiaries for purposes of making its evaluation. Buyer confirms that Seller has made available to Buyer the opportunity to ask questions of the officers and management employees of the Company and to acquire additional information about the business and financial condition of the Automotive Business. Buyer is acquiring the Purchase Price 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 Purchase Price Shares. Buyer Seller agrees that the Purchase Price Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amendedAct, except pursuant to an exemption from such registration available under such the Securities Act, and without compliance with foreign securities laws, in each case, to the extent applicable.. 17

Appears in 1 contract

Samples: Stock Purchase Agreement (Hilfiger Tommy Corp)

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Acquisition of Shares for Investment. Buyer Acquiror has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase acquisition of the Shares. Buyer Each of Acquiror and Sub confirms that Seller the Company has made available to Buyer provided it the opportunity to ask questions of the officers and management employees of the Company and to acquire additional information about the business and financial condition of the Automotive BusinessCompany. Buyer Acquiror is acquiring the 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 such Shares. Buyer Acquiror agrees that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amendedAct, except pursuant to an exemption from such registration available under such Act, and without compliance with foreign securities laws, in each case, to the extent applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PMC Sierra Inc)

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