Acquisition of the Shares. The Moderate Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.
Acquisition of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferors shall exchange, transfer and deliver the Shares to Acquiror, and Acquiror shall acquire the Shares from the Transferors, free and clear of all Encumbrances.
Acquisition of the Shares. Seller declares that it acquired the Shares, as follows:
Acquisition of the Shares. On the terms and subject to the conditions contained in this Agreement, the Purchaser hereby agrees to purchase and the Seller hereby agrees to sell, convey, transfer and assign the Shares to the Purchaser, free and clear of all liens, security interests, pledges, encumbrances, buy-sell agreements, preemptive rights and adverse claims of every kind and character whatsoever.
Acquisition of the Shares. (a) The Seller is acquiring the Shares to be issued by Level 3 hereunder for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing such shares in violation of applicable federal securities laws.
(b) The Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. The Seller has been afforded access to Level 3's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and the Level 3's Quarterly Report on Form 10-Q for fiscal quarters ended March 31, 2005 and June 30, 2005 ("Level 3 SEC Reports") and has been afforded an opportunity to ask questions of and receive answers from representatives of Level 3 and the Buyer concerning the terms and conditions of this Agreement and the acquisition of such Shares.
(c) The Seller is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act.
(d) The Seller understands that the Shares have not been registered under the Securities Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such state securities laws, which exemption depends upon, among other things, the bona fide nature of the Seller's investment intent as expressed herein. The Seller understands that such securities must be held indefinitely unless they are subsequently registered under the Securities Act and such state securities laws or a subsequent disposition thereof is exempt from registration. The Seller understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Seller) promulgated under the Securities Act depends upon the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.
Acquisition of the Shares. The FWLC Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.
Acquisition of the Shares. The Large-Cap Core Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.
Acquisition of the Shares. The Mid-Cap Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.
Acquisition of the Shares. All Shares to be sold by the Selling Shareholder in accordance with this Agreement were acquired by the Selling Shareholder pursuant to the Investment Agreement dated May 19, 2005, among the Company, America West Holdings Corporation and Eastshore Aviation, LLC.
Acquisition of the Shares. The Capital Company represents and warrants that the New MidCap Shares, New International Shares and New Small Cap Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.
