Acquisition of Stock for Investment. (a) The Seller Group understands that the issuance of the Rick’s Shares (as referenced in Article III herein) will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and accordingly, are restricted securities, and the Seller Group’s present intention is to receive and hold the Rick’s Shares for investment only and not with a view to the distribution or resale thereof.
(b) Additionally, the Seller Group understands that any sale of any of the Rick’s Shares issued under current law, will require either (i) the registration of the Rick’s Shares under the Securities Act and applicable state securities laws; (ii) compliance with Rule 144 under the Securities Act; or (iii) the availability of an exemption from the registration requirements of the Securities Act and applicable state securities laws.
(c) The Seller Group acknowledges and represents that they are Accredited Investors as that term is defined in Rule 5.01(a) of Regulation D promulgated under the Securities Act.
(d) To assist in implementing the above provisions, the Seller Group hereby consents to the placement of the legend set forth below, or a substantially similar legend, on all certificates representing ownership of the Rick’s Shares acquired hereby until the Rick’s Shares have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
(e) The Seller Group understands and agrees that Rick’s may notify its transfer agent of the Lock-Up/Leak-Out Agreements and the limitation on the number of Rick’s Shares that may be sold in any given month in accordance with the terms and conditions of the Lock-Up/Leak-Out Agreement.
Acquisition of Stock for Investment. The Purchaser is acquiring the Shares for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing of selling such Shares. The Purchaser agrees that none of the Shares may 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.
Acquisition of Stock for Investment. The Buyer is acquiring the shares of Common Stock for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such shares of Common Stock. The Buyer agrees that such shares of Common Stock 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 registration available under such Act. The Buyer will not sell, offer to sell or solicit offers to buy any of the shares of Common Stock in violation of the Securities Act of 1933 or the securities law of any state. The Buyer understands that the shares of Common Stock have not been registered under federal or any state's securities laws.
Acquisition of Stock for Investment. Buyer is acquiring the Stock for investment and not with a view toward any distribution thereof, and will dispose of such Stock only in compliance with the Securities Act of 1933 and any applicable state securities laws.
Acquisition of Stock for Investment. Buyer is acquiring the ----------------------------------- Company Securities for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such Company Securities. Buyer agrees that the Company Securities 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.
Acquisition of Stock for Investment. (a) The One World Shareholder understands that the issuance of the Common Stock of the Company will not have been registered under the Act, or any state securities acts, and, accordingly, are restricted securities, and that he, she or it represents and warrants to the Company that his, her or its present intention is to receive and hold the Common Stock of the Company for investment only and not with a view to the distribution or resale thereof.
(b) The One World Shareholder understands that any sale by the One World Shareholder of any of the Common Stock of the Company received under this Agreement will, under current law, require either: (a) the registration of the Common Stock of the Company under the Act and applicable state securities acts; (b) compliance with Rule 144 promulgated under the Act; or (c) the availability of an exemption from the registration requirements of the Act and applicable state securities acts. The One World Shareholder understand that the Company has not undertaken and does not presently intend to file a registration statement to register the Common Stock of the Company that is to be issued to the One World Shareholder. The One World Shareholder further understands that the exemption from registration provided by Rule 144 may not be available to the holders of the Common Stock because the Company is deemed to have once been a “shell company” as defined in Rule 405 promulgated under the Act. Rule 144 will only be available for the resale of the Common Stock at such time that the Company (a) is subject to the reporting requirements of Section 13 or 15(d) of the Act; (b) has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials); (c) has filed current "Form 10 information" with the Securities and Exchange Commission (“SEC”) reflecting its status as an entity that is no longer a “shell company”; and (d) one year has elapsed from the date that the Company filed such "Form 10 information" with the SEC.
(c) The One World Shareholder agrees to execute, deliver, furnish or otherwise provide to the Company any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Common Stock of the Company acquired hereby.
(d) To assist in implementing the above provisions, the One World Shareholder hereby consent to the placeme...
Acquisition of Stock for Investment. The Purchaser is acquiring the Stock for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the Stock.
Acquisition of Stock for Investment. Buyer is acquiring the shares of Common Stock for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such shares of Common Stock. Buyer agrees that such shares of Common Stock 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 registration available under such Act.
Acquisition of Stock for Investment. Principal Stockholder acknowledges that the shares of Parent Common Stock that it receives hereunder may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of by him, her or it without registration under the Securities Act, except pursuant to an exemption from such registration under the Securities Act, and in compliance with applicable Blue Sky Laws. Principal Stockholder represents that it has no current plan or current intention to dispose of its Parent Common Stock after the Merger. SECTION 4A.07 ACCREDITED INVESTOR. Except as set forth in SCHEDULE 4A.07 of the Principal Stockholder Disclosure Schedule, Principal Stockholder represents that it is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act.
Acquisition of Stock for Investment. The Sellers receiving Buyer Common Stock as part of the Aggregate Purchase Price are acquiring such shares for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling such shares in violation of the Securities Act of 1933 or any applicable state securities laws. Such Sellers agree that none of such shares may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933 except pursuant to an exemption from such registration available under such Act. Each of the Sellers is an accredited investor, as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended.
