Exchange Entirely for Own Account Sample Clauses

Exchange Entirely for Own Account. The Vision Technologies, Inc. (a Delaware corporation), common stock being exchanged for Skyview Holdings, Inc. (a Delaware corporation) common stock (hereafter the “Shares”) is being acquired for investment purposes only, for the undersigned's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the Shares or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to all or any portion of the Shares.
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Exchange Entirely for Own Account. The Securities to be received by the Investor hereunder will be acquired for the Investor's own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act. The Investor is not a registered broker dealer or an entity engaged in the business of being a broker dealer.
Exchange Entirely for Own Account. The Valley Forge Composite Technologies, Inc. common stock being exchanged for Quetzal Capital 1, Inc. common stock (hereafter the “Shares”) is being acquired for investment purposes only, for the undersigned's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the Shares or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to all or any portion of the Shares.
Exchange Entirely for Own Account. The Acquiror Common Stock, Acquiror Warrants and the Warrant Shares to be issued to such Target Stockholder will be acquired for investment for such Target Stockholder's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Target Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Target Stockholder further represents that such Target Stockholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of such Acquiror securities.
Exchange Entirely for Own Account. This Agreement is made with Buyer and Acquisition in reliance upon Buyer's and Acquisition's representations to the Sellers, which by Buyer's and Acquisition's execution of this Agreement Buyer and Acquisition hereby confirm, that shares of stock to be received by Buyer will be acquired for investment for Buyer's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Buyer has no present intention of granting any participation in, or otherwise distributing the same. By executing this Agreement, Buyer further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to shares of stock.
Exchange Entirely for Own Account. This Agreement is made with such Contributing Member in reliance upon such Contributing Member’s representation to the Company, which by such Contributing Member’s execution of this Agreement such Contributing Member hereby confirms, that the Company Common Stock to be received by such Contributing Member will be acquired for investment for such Contributing Member’s own account, not as a nominee or agent, and not with a view to the immediate resale or distribution in violation of applicable securities laws.
Exchange Entirely for Own Account. The Shares and Warrants to be acquired by the Seller and will be acquired for investment for the Seller's own accounts, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. The Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares and Warrants. Except that as a part of this transaction the Shares received by the Seller shall be distributed to the Seller's Series B and Series C Preferred shareholders in exchange for their preferred shares in compliance with the appropriate securities laws.
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Exchange Entirely for Own Account. The Rakepoll Holding Common Stock to be received by Rakepoll Finance under this Agreement will be acquired for investment for Rakepoll Finance's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Rakepoll Finance has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Rakepoll Finance further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of such Gensia Common Shares and further that it will not transfer, sell or exchange any of the shares of Gensia Common Shares which it receives pursuant to the terms of this Agreement for a period of 12 months following the Closing Date. Rakepoll Finance is not a "U.S. person" as such term is used in Regulation S under the Securities Act.

Related to Exchange Entirely for Own Account

  • Purchase Entirely for Own Account The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Investment for Own Account The Securities are being issued to Laurus for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution.

  • Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

  • Purchase for Own Account for Investment Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares.

  • Purchases for Your Own Account You shall not purchase our Shares for your own account for purposes of resale to the public, but you may purchase Shares for your own investment account upon your written assurance that the purchase is for investment purposes and that the Shares will not be resold except through redemption by us.

  • Own Account Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Acquisition of Shares for Investment Sellers are acquiring the shares comprising the Stock Consideration for investment and not with a view toward sale in connection with any distribution thereof in violation of the Securities Act. Parent hereby acknowledges and agrees that the shares comprising the Stock Consideration 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 such Act, and without compliance with state and foreign securities Laws, in each case, to the extent applicable.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

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