Certain Securities Law Representations. Seller hereby acknowledges, represents and warrants to Buyer that: (a) Seller understands that Stonepath Shares to be issued to Seller hereunder have not been and will not be registered under the Securities Act, and may not be offered or sold except in accordance with all applicable federal and state securities laws of the United States of America. (b) Without in any way limiting the representations set forth herein, Seller further agrees not to make any disposition of all or any portion of the Stonepath Shares unless and until: (i) the restrictions imposed by Section 8.21 hereof have expired; (A) Seller shall have notified Buyer of the proposed disposition and shall have furnished both Buyer with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonably satisfactory to Buyer, that such disposition will not require registration under the Securities Act; and (iii) Buyer shall be satisfied that such proposed disposition complies in all respects with Rule 144 or Rule 145 under the Securities Act or any successor rule providing a safe harbor for such disposition without registration. (c) Seller is not a citizen or resident of the United States of America, is not a U.S. Person (as that term is defined in Regulation S of the United States Securities and Exchange Commission) and is not acquiring the securities for the account or benefit of any U.S. Person. (d) Seller is acquiring the Stonepath Shares for investment for his account, not as a nominee or agent, and not with a view to the distribution of any part thereof; Seller has no present intention of selling, granting any participation in or otherwise distributing any of the Stonepath Shares in a manner contrary to Section 8.21 hereof, the Securities Act, or any applicable state securities or Blue Sky law, nor does Seller have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant a participation to such Person or to any third person with respect to any of the Stonepath Shares. (e) Seller understands that the certificate evidencing the Stonepath Shares will bear the following or a comparable legend: The securities evidenced by this certificate have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), or applicable U.S. state securities laws, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless and until (i) the restrictions imposed by that certain Asset Purchase Agreement dated August 8, 2003, by and between, among others, the holder of the securities and this corporation, (ii) this corporation receives an opinion of legal counsel for the holder of the securities reasonably satisfactory to this corporation stating that such transaction is exempt from registration, or (iii) this corporation otherwise satisfies itself that such transaction is exempt from registration. (f) Seller acknowledges that Stonepath will refuse to register any transfer of the Stonepath Shares if such transfer is not made in accordance with the legend set forth above. (g) Seller has reviewed such quarterly, annual and periodic reports of Stonepath Group, Inc. as have been filed with the United States Securities and Exchange Commission and that he has such knowledge and experience in financial and business matters that he is capable of utilizing the information set forth therein, concerning Stonepath Group, Inc. to evaluate the risk of investing in the Stonepath Shares. Seller has been afforded adequate opportunity to review and is familiar with said reports and has based his decision to invest in the Stonepath Shares solely on the information contained therein and the information contained within this Agreement, and has not been furnished with any other literature, prospectus or other information except as included in said reports or this Agreement. (h) Seller has been given adequate opportunity to ask questions about Stonepath Group, Inc. and is satisfied that any information about Stonepath Group, Inc. and the Stonepath Shares have been answered to its satisfaction. (i) Seller is able to bear the economic risks of an investment in the Stonepath Shares; its overall commitment to his investments which are not readily marketable is not disproportionate to its net worth.
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Samples: Asset Purchase Agreement (Stonepath Group Inc), Asset Purchase Agreement (Stonepath Group Inc)
Certain Securities Law Representations. Seller hereby acknowledges, Each of the Selling Parties represents and warrants as follows with respect to Buyer thatthe Securities to be acquired in connection with this Agreement. Such Selling Party:
(a) Seller understands has such knowledge and experience in financial business matters such that Stonepath Shares to be issued to Seller hereunder have not been he or it is capable of evaluating the merits and will not be registered under the Securities Act, and may not be offered or sold except in accordance with all applicable federal and state securities laws risks of the United States of America.investment in the Securities;
(b) Without in any way limiting the representations set forth herein, Seller further agrees not to make any disposition of all or any portion of the Stonepath Shares unless and until:
(i) the restrictions imposed by Section 8.21 hereof have expired;
(A) Seller shall have notified Buyer of the proposed disposition and shall have furnished both Buyer with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonably satisfactory to Buyer, that such disposition will not require registration under is receiving the Securities Act; and
(iii) Buyer shall be satisfied that such proposed disposition complies in all respects with Rule 144 or Rule 145 under the Securities Act or any successor rule providing a safe harbor for such disposition without registration.
(c) Seller is not a citizen or resident of the United States of America, is not a U.S. Person (as that term is defined in Regulation S of the United States Securities and Exchange Commission) and is not acquiring the securities for the account or benefit of any U.S. Person.
(d) Seller is acquiring the Stonepath Shares for investment for his account, not as a nominee or agent, its own account and not with a view to to, or for resale in connection with, the distribution of other disposition thereof, other than as contemplated hereby;
(c) has been given the opportunity to obtain any part thereof; Seller has no present intention information or documents relating to an ask questions and receive answers about, Buyer and the business and prospects of sellingBuyer which he or it deems necessary to evaluate the merits and risks related to his or its investment in the Securities and to verify the information received, granting any participation and such person's knowledge and experience in financial and business matters are such that he or otherwise distributing any it is capable of evaluating the merits and risks of his or its receipt of the Stonepath Shares in a manner contrary Securities;
(d) represents that his, her or its financial condition is such that he or it can afford to Section 8.21 hereof, bear the economic risk of holding the Securities Act, or any applicable state securities or Blue Sky law, nor does Seller have any contract, undertaking, agreement or arrangement with any Person for an indefinite period of time and has adequate means for providing for current needs and contingencies and to sell, transfer or grant suffer a participation to such Person or to any third person with respect to any complete loss of the Stonepath Shares.investment in the Securities;
(e) Seller understands has been advised that (i) the certificate evidencing the Stonepath Shares Securities will bear the following or a comparable legend: The securities evidenced by this certificate not have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or applicable U.S. state securities laws, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless and until (i) the restrictions imposed by that certain Asset Purchase Agreement dated August 8, 2003, by and between, among others, the holder of the securities and this corporation, (ii) this corporation receives an opinion of legal counsel for the holder Securities may need to be held indefinitely, and such person must continue to bear the economic risk of the securities reasonably satisfactory to this corporation stating that investment in the Securities unless they are subsequently registered under the Securities Act or an exemption form such transaction registration is exempt from registrationavailable, or (iii) this corporation otherwise satisfies itself that there may not be a public market for the Securities, (iv) when and if the Securities may be disposed of without registration in reliance on Rule 144 promulgated under the Securities Act, such transaction is exempt from registration.
(f) Seller acknowledges that Stonepath will refuse to register any transfer of the Stonepath Shares if such transfer is not disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not available, public sale without registration will require compliance with an exemption under the Securities Act and (vi) a restrictive legend set forth above.
(g) Seller has reviewed such quarterly, annual and periodic reports of Stonepath Group, Inc. as have been filed with the United States Securities and Exchange Commission and that he has such knowledge and experience in financial and business matters that he is capable of utilizing the information set forth therein, concerning Stonepath Group, Inc. to evaluate the risk of investing in the Stonepath Shares. Seller has been afforded adequate opportunity to review and is familiar with said reports and has based his decision to invest in the Stonepath Shares solely following form shall be placed on the information contained therein and certificates representing the information contained within this AgreementSecurities: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and has not been furnished with any other literatureAS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), prospectus or other information except as included in said reports or this AgreementHAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTION AFFORDED BY RULE 144). UNLESS WAIVED BY HAPPY KIDS INC.
(h) Seller has been given adequate opportunity to ask questions about Stonepath Group, Inc. and is satisfied that any information about Stonepath GroupHAPPY KIDS INC. SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AS A PRECONDITION TO ANY SUCH TRANSFER. THESE SHARE ARE FURTHER SUBJECT TO CERTAIN PLEDGE ARRANGEMENTS, Inc. and the Stonepath Shares have been answered to its satisfactionDATED APRIL 13, 1999, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE THEREWITH. SUCH PLEDGE ARRANGEMENTS ARE ON FILE AT THE PRINCIPAL OFFICE OF HAPPY KIDS INC.
(i) Seller is able to bear the economic risks of an investment in the Stonepath Shares; its overall commitment to his investments which are not readily marketable is not disproportionate to its net worth.
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Certain Securities Law Representations. Seller hereby acknowledges, Each of the Selling Shareholders represents and warrants as follows with respect to Buyer thatthe Intelligroup Shares to be acquired in connection with the Acquisition:
(a) Seller understands He has such knowledge and experience in financial business matters that Stonepath Shares to be issued to Seller hereunder have not been he is capable of evaluating the merits and will not be registered under the Securities Act, and may not be offered or sold except in accordance with all applicable federal and state securities laws risks of the United States of America.investment in the Intelligroup Shares;
(b) Without in any way limiting the representations set forth herein, Seller further agrees not to make any disposition of all or any portion of the Stonepath Shares unless and until:
(i) the restrictions imposed by Section 8.21 hereof have expired;
(A) Seller shall have notified Buyer of the proposed disposition and shall have furnished both Buyer with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by Buyer, Seller shall have furnished Buyer with an opinion of counsel, reasonably satisfactory to Buyer, that He is receiving such disposition will not require registration under the Securities Act; and
(iii) Buyer shall be satisfied that such proposed disposition complies in all respects with Rule 144 or Rule 145 under the Securities Act or any successor rule providing a safe harbor for such disposition without registration.
(c) Seller is not a citizen or resident of the United States of America, is not a U.S. Person (as that term is defined in Regulation S of the United States Securities and Exchange Commission) and is not acquiring the securities for the account or benefit of any U.S. Person.
(d) Seller is acquiring the Stonepath Shares shares for investment for his account, not as a nominee or agent, own account and not with a view to to, or for resale in connection with, the distribution of any part other disposition thereof; Seller has no present intention of selling, granting any participation in or otherwise distributing any of the Stonepath Shares in a manner contrary to Section 8.21 hereof, the Securities Act, or any applicable state securities or Blue Sky law, nor does Seller have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant a participation to such Person or to any third person with respect to any of the Stonepath Shares.other than as contemplated hereby;
(ec) Seller understands that He has been given the certificate evidencing opportunity to obtain any information or documents relating to and ask questions and receive answers about, Intelligroup and the Stonepath Shares will bear business and prospects of Intelligroup which he deems necessary to evaluate the following or a comparable legend: The securities evidenced by this certificate have not been registered under merits and risks related to his investment in such shares and to verify the U.S. Securities Act of 1933, as amended (the "Act"), or applicable U.S. state securities lawsinformation received, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless and until (i) the restrictions imposed by that certain Asset Purchase Agreement dated August 8, 2003, by and between, among others, the holder of the securities and this corporation, (ii) this corporation receives an opinion of legal counsel for the holder of the securities reasonably satisfactory to this corporation stating that such transaction is exempt from registration, or (iii) this corporation otherwise satisfies itself that such transaction is exempt from registration.
(f) Seller acknowledges that Stonepath will refuse to register any transfer of the Stonepath Shares if such transfer is not made in accordance with the legend set forth above.
(g) Seller has reviewed such quarterly, annual and periodic reports of Stonepath Group, Inc. as have been filed with the United States Securities and Exchange Commission and that he has such person's knowledge and experience in financial and business matters are such that he is capable of utilizing evaluating the information set forth therein, concerning Stonepath Group, Inc. to evaluate the risk merits and risks of investing in the Stonepath Shares. Seller has been afforded adequate opportunity to review and is familiar with said reports and has based his decision to invest in the Stonepath Shares solely on the information contained therein and the information contained within this Agreement, and has not been furnished with any other literature, prospectus or other information except as included in said reports or this Agreement.receipt of such shares;
(hd) Seller has been given adequate opportunity to ask questions about Stonepath Group, Inc. and His financial condition is satisfied such that any information about Stonepath Group, Inc. and the Stonepath Shares have been answered to its satisfaction.
(i) Seller is able he can afford to bear the economic risks risk of holding the shares for an indefinite period of time and has adequate means for providing for such person's current needs and contingencies and to suffer to complete loss of his investment in such shares; and
(e) He has been advised that (i) Intelligroup's issuance of the Stonepath Shares; its overall commitment Intelligroup Shares to his investments which the Selling Shareholders will not have been registered under the Securities Act, (ii) such shares may need to be held indefinitely, and such person must continue to bear the economic risk of the investment in such shares unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) there may not readily marketable be a public market for such shares, (iv) when and if such shares may be disposed of without registration in reliance on Rule 144 promulgated under the Securities Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not disproportionate to its net worthavailable, public sale without registration will require compliance with an exemption under the Securities Act and (vi) a restrictive legend in the following form shall be placed on the certificates representing such shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTION AFFORDED BY RULE 144). UNLESS WAIVED BY INTELLIGROUP, INC., INTELLIGROUP, INC. SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AS A PRECONDITION TO ANY SUCH TRANSFER.
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