Investment and Securities Matters. Each of the Members represent, acknowledge, and agree that (i) the Shares are not and will not be registered under either the Securities Act of 1933 or any applicable state securities law and, therefore, may not be resold or transferred unless they are registered or unless an exemption from registration is available, and (ii) each Member has acquired the Shares for the Member’s own account and for investment purposes only.
Investment and Securities Matters. (a) Seller, ELRH, ELRH II, and their respective Affiliates each acknowledges and understands that (i) the issuance of the Restricted Units will not be registered under the Securities Act or any other applicable Securities Laws; (ii) the issuance of the Restricted Units is intended to be exempt from registration under the Securities Act and any other applicable Securities Laws by virtue of certain exemptions thereunder, including Section 4(2) of the Securities Act promulgated thereunder, and, therefore, except as provided in Section 9.10 hereof, the Restricted Units cannot be resold or otherwise transferred unless registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), as amended and any other applicable Securities Laws or unless an exemption from registration is available.
Investment and Securities Matters. 29 6.4 Statements True and Correct ...................................... 31
Investment and Securities Matters. (a) Each Re-Investing Shareholder acknowledges and understands that (i) the issuance of the Surviving Corporation Series B Participating Preferred Stock will not be registered under the Securities Act or any other applicable Securities Laws; (ii) the issuance of the Surviving Corporation Series B Participating Preferred Stock is intended to be exempt from registration under the Securities Act and any other applicable Securities Laws by virtue of certain exemptions thereunder, including Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder, and, therefore, the Surviving Corporation Series B Participating Preferred Stock cannot be resold unless registered under the Securities Act and any other applicable Securities Laws or unless an exemption from registration is available.
Investment and Securities Matters. (a) Each Shareholder acknowledges and understands that the (i) issuance of shares of PRGX Common Stock pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, (the “Securities Act”), or any other applicable securities laws and (ii) issuance of shares of PRGX Common Stock pursuant to this Agreement is intended to be exempt from registration under the Securities Act and any other applicable securities laws by virtue of certain exemptions thereunder, including Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder, and, therefore, the shares of PRGX Common Stock issued pursuant to this Agreement cannot be resold unless registered under the Securities Act and any other applicable securities laws or unless an exemption from registration is available.
Investment and Securities Matters. (a) Flour acknowledges and understands that the (i) issuance of the Unconditional Shares and the Additional Shares (together, the "New Seaboard Shares") will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws and (ii) issuance of the New Seaboard Shares is intended to be exempt from registration under the Securities Act and any other applicable securities laws by virtue of certain exemptions thereunder, including Section 4(2) of the Securities Act, and, therefore, the New Seaboard Shares cannot be resold unless registered under the Securities Act and any other applicable securities laws or unless an exemption from registration is available.
Investment and Securities Matters. (i) Each Selling Shareholder acknowledges and understands that (i) the issuance of the Common Stock will not be registered under the Securities Act or any other applicable Securities Laws; (ii) the issuance of the Common Stock is intended to be exempt from registration under the Securities Act and any other applicable Securities Laws by virtue of certain exemptions thereunder, including Section 4(2) of the Securities Act promulgated thereunder, and, therefore, the Common Stock cannot be resold unless registered under the Securities Act and any other applicable Securities Laws or unless an exemption from registration is available.
Investment and Securities Matters. Each of the Members hereby represents, acknowledges and agrees as of the date of this Agreement and as of the date on which any of them may acquire additional Membership Interests in the Company under this Agreement that: (a) The Member, or the financial advisor or counselor of the Member, if any, is knowledgeable and experienced in financial and business matters. (b) The Member is purchasing the Membership Interest for the investment of the Member and not with a view to the distribution or resale thereof. (c) The Member did not learn of or discover the opportunity to purchase the Membership Interest by virtue of any general advertising or general solicitations through advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media; or by any broadcast over radio or television; or by any seminar or meetings whose attendees have been invited by any general solicitation or general advertising. (d) The Member acknowledges that no commission or other remuneration has been paid by the Member or, to the knowledge of the Member, by any other person with respect to the Membership Interest. Section 2.05
Investment and Securities Matters. Each Seller, solely as to itself, hereby represents and warrants to the Buyer (and prior to each issuance of Oxford Securities pursuant to this Agreement, each Seller hereby agrees to issue the Buyer a certificate certifying as of such date to) the following:
Investment and Securities Matters. (a) The EL Parties and their respective Affiliates, in their respective capacities as Contributors, acknowledge and understand that (i) the issuance of the OP Units, if any, will not be registered under the Securities Act or any other applicable Securities Laws; (ii) the issuance of the OP Units is intended to be exempt from registration under the Securities Act and any other applicable Securities Laws by virtue of certain exemptions thereunder, including Section 4(2) of the Securities Act and Regulation D promulgated thereunder, and, therefore the OP Units cannot be resold or otherwise transferred unless registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), as amended and any other applicable Securities Laws or unless an exclusion or exemption from registration is available.
