Federal Securities Laws Matters. The Investor acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act of 1933 (the "Securities Act"), (ii) the Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment therein, unless such Shares are subsequently registered under the Securities Act, or an exemption from such registration is available at this time, (iii) it is not anticipated that there will be any public market for the Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will not be available in the foreseeable future with respect to the sales of any Shares and the Company has not made any covenant to make such rule available at this time, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Shares without registration will require the availability of an exemption under the Securities Act, (vii) the restrictive legend in the form set forth in the Stockholders Agreement shall be placed on the certificate(s) representing the Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.
Federal Securities Laws Matters. The Purchaser represents that it is familiar with Release No. 5226 issued by the Securities and Exchange Commission (the "SEC") under the Act, it has consulted with its counsel with regard thereto, and it is fully aware of the position of the SEC limiting the resale to the public of any of the Purchaser Securities.
Federal Securities Laws Matters. This Agreement is made in reliance upon the Investor's representations to the Company, which by acceptance hereof the Investor hereby confirms, that: (a) the Class A Common Units are being acquired for its own account and not for purposes of distribution thereof, (b) that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the "SECURITIES ACT")), (c) it understands that the Class A Common Units have not been registered under the Securities Act, are being sold to the Investor in a transaction that is exempt from the registration requirements of the Securities Act, and must be held by the Investor indefinitely unless subsequently registered under the Securities Act or offered and sold pursuant to an exemption from such registration requirement, (d) its financial situation is such that it can afford to bear the economic risk of holding the Class A Common Units for an indefinite period, (e) it can afford to suffer the complete loss of its investment in the Class A Common Units, (f) it understands and has taken cognizance of all the risk factors related to the purchase of the Class A Common Units, (g) its knowledge and experience in financial and business matters is such that it is capable of evaluating the risks of the investment in the Class A Common Units, and (h) it has been afforded access to all information that it has requested with respect to the business, operations, and prospects of the Company.
Federal Securities Laws Matters. The Investor acknowledges that (i) the Shares have not been registered under the Securities Act of 1933 (the “Securities Act”); (ii) the Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment therein, unless such Shares are subsequently registered under the Securities Act, or an exemption from such registration (including Rule 144 promulgated under the Securities Act, “Rule 144”) is available; (iii) a restrictive legend shall be placed on the certificate(s) representing the Shares as set forth above; and (v) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer.
Federal Securities Laws Matters. The Stockholder acknowledges receipt of advice from the Company that (i) the shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof) have not been registered under the Securities Act of 1933 (the "Securities Act"), (ii) the shares of Nortek Holdings Preference Stock must be held indefinitely and the Stockholder must continue to bear the economic risk of the investment in the shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof), unless such shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof) are subsequently registered under the Securities Act, or an exemption from such registration is available, (iii) it is not anticipated that there will be any public market for the shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof) in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will not initially be available with respect to the sales of the shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof), and neither Nortek nor Nortek Holdings has made any covenant to make such rule available and such rule is not anticipated to be available in the foreseeable future, (v) when and if the shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof) may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof) without registration will require the availability of an exemption under the Securities Act, and (vii) a notation may be made in the appropriate records of the Company indicating that the Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof) is subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the shares of Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon conversion thereof).
Federal Securities Laws Matters. BCBSKS shall have received a no-action letter or exemptive order from the Securities and Exchange Commission, or an opinion from nationally recognized legal counsel, in form and substance satisfactory to BCBSKS to the effect that the Escrow Fund is not required to be registered as an "investment company" under the Investment Company Act of 1940, as amended, and that any rights of Eligible Policyholders therein are not required to be registered under the Securities Act or the Securities Exchange Act.
Federal Securities Laws Matters. The Stockholder acknowledges receipt of advice from the Company that (i) the New Securities have not been registered under the Securities Act of 1933 (the “Securities Act”), (ii) the New Securities must be held indefinitely and the Stockholder must continue to bear the economic risk of the investment in the New Securities unless such New Securities are subsequently registered under the Securities Act, or an exemption from such registration is available, (iii) when and if the New Securities may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (iv) if the exemption afforded by Rule 144 is not available, public sale of the New Securities without registration will require the availability of an exemption under the Securities Act, and (v) a notation may be made in the appropriate records of the Company indicating that the New Securities are subject to restrictions on transfer and an appropriate stop-transfer restriction will be issued to such transfer agent with respect to the New Securities.
Federal Securities Laws Matters. The Shareholder acknowledges that (i) the Shares have not yet been registered under the Securities Act; (ii) the Shareholder must continue to bear the economic risk of owning the Shares until such Shares are registered under the Securities Act, or an exemption from such registration (including, for example, Rule 144) is available; and (iii) a notation shall be made in the appropriate records of the Company’s transfer agent indicating that the Shares are subject to restrictions on transfer.
Federal Securities Laws Matters. Each Continuing Stockholder acknowledges receipt of advice from Buyer that (I) the Consideration Shares have not been registered under the Securities Act, (ii) the Consideration Shares must be held indefinitely and each Continuing Stockholder must continue to bear the economic risk of the investment in the Consideration Shares, unless such Consideration Shares are subsequently registered under the Securities Act, or an exemption from such registration is available, (iii) if the exemption afforded by Rule 144 of the Securities Act is not available, sale of the Consideration Shares without registration will require the availability of an exemption under the Securities Act, (iv) an appropriate restrictive legend shall be placed on the certificate(s) representing the Consideration Shares and (v) a notation shall be made in the appropriate records of Buyer indicating that the Consideration Shares are subject to restrictions on transfer and, appropriate stop-transfer restrictions will be issued to the transfer agent with respect to the Consideration Shares. In addition, each Continuing Stockholder has been given access to and the opportunity to examine all documents and ask questions of, and receive answers from, Buyer and its representatives concerning the business, assets, liabilities, results of operations and financial condition of Buyer and its Subsidiaries and the terms and conditions of the Merger.
Federal Securities Laws Matters. Subscriber hereby further represents and warrants to the Company as follows:
(a) Subscriber understands that the offer and sale of the Shares have not been registered under the Securities Act, or under the securities laws of any state of the United States or of any foreign jurisdiction, and the Subscriber is an "accredited investor" as defined in Rule 501 of Regulation D of the Securities Act;
(b) Subscriber understands that no resales of the Shares may be effected unless the resale of such Shares is registered under the Securities Act or an exemption therefrom is available and all applicable state and foreign securities laws are complied with;
(c) Subscriber understands that a restrictive legend may be placed on the certificates representing the Shares acquired by Subscriber hereunder in addition to any other legends required by the Securities Act.
(d) Subscriber understands that a notation shall be made in the appropriate records of the Company, indicating that the Shares are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Shares.
