Awareness; No Distribution Sample Clauses

Awareness; No Distribution. Holder has had the opportunity to ask questions about the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Warrant and underlying Warrant Shares. Holder is acquiring the Warrant and underlying Warrant Shares for his own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act. Holder recognizes that the Warrant and underlying Warrant Shares are a speculative investment involving a high degree of risk of loss and that Holder could lose the entire amount of its investment. Holder is able to bear the economic risk of this investment and at the present time could afford a complete loss of this investment.
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Awareness; No Distribution. Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP has had the opportunity to ask questions about the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Warrant and the shares of Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”). Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP is acquiring the Warrant and the Warrant Shares for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act. Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP recognizes that the Warrant and the Warrant Shares are a speculative investment involving a high degree of risk of loss and that Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP could lose the entire amount of its investment. Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP is able to bear the economic risk of this investment and at the present time could afford a complete loss of this investment.
Sample 1
Awareness; No Distribution. [Vendor] has had the opportunity to ask questions about the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. [Vendor] is acquiring these Shares for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Shares Act. [Vendor] recognizes that the Shares are a speculative investment involving a high degree of risk of loss and that [Vendor] could lose the entire amount of its investment. [Vendor] is able to bear the economic risk of this investment and at the present time could afford a complete loss of this investment.
Sample 1
Awareness; No Distribution. SCO has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. SCO is acquiring these Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act. SCO recognizes that the Securities are a speculative investment involving a high degree of risk of loss and that SCO could lose the entire amount of its investment. SCO is able to bear the economic risk of this investment and at the present time could afford a complete loss of this investment.
Sample 1
Awareness; No Distribution. Symbion has had the opportunity to ask questions about the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Symbion is acquiring these Shares for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act. Symbion recognizes that the Shares are a speculative investment involving a high degree of risk of loss and that Symbion could lose the entire amount of its investment. Symbion is able to bear the economic risk of this investment and at the present time could afford a complete loss of this investment.
Sample 1

Related to Awareness; No Distribution

  • No Distribution Except with respect to any Shares that may be offered and sold pursuant to the Registration Statement, Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.

  • No Distribution of Offering Material Such Selling Stockholder has not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Offered Securities.

  • No Distribution of Other Offering Materials The Partnership Entities have not distributed and, prior to the later to occur of (i) the Closing Date or any settlement date and (ii) completion of the distribution of the Units, will not distribute, any offering material in connection with the offering and sale of the Units other than any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with this Agreement, and other materials, if any, permitted by the Act, including Rule 134.

  • No Distributions Make any Distribution except Permitted Distributions.

  • No Public Sale or Distribution Such Buyer (i) is acquiring its Note and Warrants, (ii) upon conversion of its Note will acquire the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department or agency thereof.

  • Change in Form or Timing of Distributions All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

  • Regular Distributions Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series H Preferred Units, the holders of Series H Preferred Units shall be entitled to receive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, monthly cumulative cash distributions at the following rates per annum on the $1,000 liquidation preference per Series H Preferred Unit:

  • Allocation of Securities Included in Registration Statement (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise Splitco that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, Splitco, any Subsidiary, and, in each case, any successor thereto, or any other Persons exercising Additional Piggyback Rights exceeds the highest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Participating Holders, Splitco shall use its reasonable best efforts to include in such underwritten offering:

  • Suspended Distributions Each Person participating in a registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(a)(vi), such Person will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(a)(vi), subject to the Company’s compliance with its obligations under Section 4(a)(vi).

  • No Prohibition on Subsidiaries from Paying Dividends or Making Other Distributions No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary's capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary's property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Prospectus.

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