Exempted Transaction. Borrower agrees that (a) the payment obligations evidenced by this Note and the other instruments securing this Note are exempted transactions under the Truth in Lending Act 15 USC ss. 1601, et seq.; (b) the proceeds of the indebtedness evidenced by this Note will not be used for the purchase of the registered equity securities within the purview of Regulation "U" issued by the Board of Governors of the Federal Reserve System; and (c) on the Maturity Date, Lender shall not have any obligation to refinance the indebtedness evidenced by this Note or to extend further credit to Borrower.
Exempted Transaction. PJC acknowledges, on behalf of itself and each Optionee, that the Evermore Notes are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, have not been registered under the Securities Act or the securities laws of any state, and will be “restricted securities” as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act.
Exempted Transaction. Evermore acknowledges, on behalf of itself and each Evermore Affiliate, that the New Senior Notes, Common Stock and Warrant are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, have not been registered under the Securities Act or the securities laws of any state, and will be “restricted securities” as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act
Exempted Transaction. (a) The Borrower agrees that (i) the Notes constitute an extension of credit to a business entity for an amount greater than two hundred fifty thousand dollars ($250,000.00) for purposes of New York General Obligations Law § 5-501(6)(a), (ii) the payment obligations evidenced by this Agreement and the Notes are exempted transactions under the Truth in Lending Act, 15 U.S.C. § 1601, et seq., (iii) the proceeds of the indebtedness evidenced by the Notes will not be used for the purchase of registered equity securities within the purview of Regulation “U” issued by the Board of Governors of the Federal Reserve System and (iv) on the maturity date of any Note, the Lender shall not have any obligation to refinance the indebtedness evidenced by such Note or to extend further credit to the Borrower.
(b) The Lender represents and warrants that, as of the date hereof and as of the Closing Date (and the purchase of a Note by the Lender on the Closing Date shall constitute a reaffirmation by the Lender of these representations and warranties as of such date), it is purchasing the Notes for its own account and not with a view to the distribution thereof, provided that (i) the disposition of the Lender’s property shall at all times be within the Lender’s control and (ii) any disposition of the Notes and the Lender’s interest in this Agreement, the Pledge Agreement and any documents executed in connection therewith, shall be in accordance with the terms hereof. The Lender understands that the Notes have not been registered under the Securities Act of 1933 (the “Securities Act”) and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Borrower is not required to register the Notes.
Exempted Transaction. The Borrower agrees that (i) the Notes constitute an extension of credit to a business entity for an amount greater than two hundred fifty thousand dollars ($250,000.00) for purposes of New York General Obligations Law § 5-501(6)(a), (ii) the payment obligations evidenced by this Agreement and the Notes are exempted transactions under the Truth in Lending Act, 15 U.S.C. § 1601, et seq., (iii) the proceeds of the indebtedness evidenced by the Notes will not be used for the purchase of registered equity securities within the purview of Regulation “U” issued by the Board of Governors of the Federal Reserve System and (iv) on the maturity date of any Note, the Lender shall not have any obligation to refinance the indebtedness evidenced by such Note or to extend further credit to the Borrower.
Exempted Transaction. The Purchaser and each designee of the Purchaser, if any, understands that the Exchange Common Stock Purchase Rights and the Shares issued in connection therewith are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, have not been registered under the Securities Act or the securities laws of any state, and will be "restricted securities" as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act.
Exempted Transaction. Oxxx Xxxxxxxx acknowledges that the New Senior Notes, Common Stock and Warrant are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, have not been registered under the Securities Act or the securities laws of any state, and will be "restricted securities" as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act.
Exempted Transaction. PJC acknowledges, on behalf of itself and each Optionee, that the Oxxx Xxxxxxxx Notes are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, have not been registered under the Securities Act or the securities laws of any state, and will be “restricted securities” as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act.
Exempted Transaction. Notwithstanding any provision herein to the contrary, this Agreement shall not be applicable in any way to the Offer, the Merger, the Merger Agreement (as such terms are defined below) or any other transaction contemplated by the Merger Agreement. Without limiting the generality of the foregoing, none of Fuji Photo Film U.S.A., Inc., a New York corporation ("Parent"), Enovation Graphic Systems, Inc., a Delaware corporation ("EGS"), or FPF Acquisition Corp., a Pennsylvania corporation ("Merger Subsidiary"), or any of their affiliates, shall be considered an Acquiring Person under this Agreement, no Distribution Date shall occur and no Rights shall be exercisable pursuant to Section 7, Section 11 or any other provision hereof, as a result of (i) the approval, execution or delivery of that certain Agreement and Plan of Merger to be dated as of September 4, 2001 (the "Merger Agreement"), by and among the Company, Parent, EGS and Merger Subsidiary, or (ii) the consummation of the Offer, the Merger (as such terms are defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement.
Exempted Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.
