Common use of Investment and Securities Matters Clause in Contracts

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. (b) Seller, ELRH, ELRH II, and their respective Affiliates each acknowledges that Buyer and its advisors will rely on the representations and warranties of Seller, ELRH and ELRH II contained in this Section 5.26 for purposes of determining whether the issuance of the Restricted Units is exempt from registration under the Securities Act and any other applicable Securities Laws. (c) Seller, ELRH, ELRH II and their respective Affiliates each understands that the Restricted Units will be characterized as “restricted securities” under the Securities Act. Seller, ELRH and ELRH II each represents that such entity is familiar with Rule 144 promulgated under the Securities Act. (d) Except as set forth in Section 9.10, ELRH II is acquiring the Restricted Units, including those pursuant to Section 3.03, and ELRH is acquiring the Restricted Units pursuant to Section 3.04, solely for its own account for investment purposes and not with a view toward any distribution, except as permitted under applicable Securities Laws. (e) Seller, ELRH and ELRH II each has reviewed the publicly filed documents of LATA, of which Buyer is the operating partnership, and has been afforded an opportunity to ask questions regarding the same. (f) Seller, ELRH and ELRH II each (i) has the financial ability to bear the economic risk of the investment in the Restricted Units, (ii) has adequate means for providing for its current needs and contingencies, (iii) has no need for liquidity with respect to the investment in the Restricted Units, and (iv) can afford a complete loss of the investment in the Restricted Units at this time and in the foreseeable future.

Investment and Securities Matters. (ai) Seller, ELRH, ELRH II, and their respective Affiliates each Each Selling Shareholder acknowledges and understands that (i) the issuance of the Restricted Units Common Stock will not be registered under the Securities Act or any other applicable Securities Laws; (ii) the issuance of the Restricted Units 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, except as provided in Section 9.10 hereof, the Restricted Units Common Stock 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. (bii) Seller, ELRH, ELRH II, Each Selling Shareholder acknowledges that Acquiror and their respective Affiliates each acknowledges that Buyer and its advisors will rely on the representations and warranties of Seller, ELRH and ELRH II such Selling Shareholder contained in this Section 5.26 5.3 for purposes of determining whether the issuance of the Restricted Units Common Stock is exempt from registration under the Securities Act and any other applicable Securities Laws. (ciii) Seller, ELRH, ELRH II and their respective Affiliates each Each Selling Shareholder understands that the Restricted Units Common Stock will be characterized as “restricted securities” under the Securities Act. Seller, ELRH and ELRH II each Each Selling Shareholder represents that such entity Selling Shareholder is familiar with Rule 144 promulgated under the Securities Act. (div) Except as set forth in Section 9.10, ELRH II Each Selling Shareholder is acquiring the Restricted Units, including those pursuant to Section 3.03, and ELRH is acquiring the Restricted Units pursuant to Section 3.04, Common Stock solely for its own account for investment purposes and not with a view toward any distribution, except as permitted under applicable Securities Laws. (ev) Seller, ELRH and ELRH II each Each Selling Shareholder has reviewed the publicly filed Charter Documents of Acquiror, and any other documents of LATA, of which Buyer is the operating partnershipreasonably requested by such Selling Shareholder for review, and has been afforded an opportunity to ask questions regarding the same. (fvi) Seller, ELRH and ELRH II each Each Selling Shareholder (i) has the financial ability to bear the economic risk of the investment in the Restricted UnitsCommon Stock, (ii) has adequate means for providing for his or its current needs and contingencies, (iii) has no need for liquidity with respect to the investment in the Restricted UnitsCommon Stock, and (iv) can afford a complete loss of the investment in the Restricted Units Common Stock at this time and in the foreseeable future. (vii) Each Selling Shareholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Stock and of making an informed investment decision with respect thereto. (viii) Each Selling Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Investment and Securities Matters. (a) Seller, ELRH, ELRH II, and their respective Affiliates each Each Shareholder acknowledges and understands that the (i) the issuance of the Restricted Units 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; securities laws and (ii) the issuance of the Restricted Units 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 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, except as provided in Section 9.10 hereof, the Restricted Units shares of PRGX Common Stock issued pursuant to this Agreement 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 securities laws or unless an exemption from registration is available. (b) Seller, ELRH, ELRH II, and their respective Affiliates each Each Shareholder acknowledges that Buyer PRGX Parent and its advisors will rely on the representations and warranties of Seller, ELRH and ELRH II such Shareholder contained in this Section 5.26 3.22 for purposes of determining whether the issuance of the Restricted Units shares of PRGX Common Stock pursuant to this Agreement is exempt from registration under the Securities Act and any other applicable Securities Lawssecurities laws. (c) Seller, ELRH, ELRH II and their respective Affiliates each Each Shareholder understands that the Restricted Units shares of PRGX Common Stock issued pursuant to this Agreement will be characterized as “restricted securities” under the Securities Act. SellerIn this connection, ELRH and ELRH II each Shareholder represents that such entity Shareholder is familiar with Rule 144 promulgated under the Securities Act. (d) Except as set forth in Section 9.10, ELRH II Each Shareholder is acquiring the Restricted Units, including those shares of PRGX Common Stock issued pursuant to Section 3.03, and ELRH is acquiring the Restricted Units pursuant to Section 3.04, this Agreement solely for its his own account for investment purposes and not with a view toward any distribution, except as permitted under applicable Securities Laws. (e) Seller, ELRH and ELRH II each has reviewed the publicly filed documents of LATA, of which Buyer is the operating partnership, and has been afforded an opportunity to ask questions regarding the same. (f) Seller, ELRH and ELRH II each Each Shareholder (i) has the financial ability to bear the economic risk of the investment in the Restricted Units, (ii) has adequate means for providing for its current needs and contingencies, (iii) has no need for liquidity with respect shares of PRGX Common Stock issued pursuant to the investment in the Restricted Units, and (iv) can afford a complete loss of the investment in the Restricted Units at this time and in the foreseeable future.Agreement,

Investment and Securities Matters. (a) Seller, ELRH, ELRH II, The EL Parties and their respective Affiliates each acknowledges Affiliates, in their respective capacities as Contributors, acknowledge and understands understand that (i) the issuance of the Restricted Units OP Units, if any, will not be registered under the Securities Act or any other applicable Securities Laws; (ii) the issuance of the Restricted 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, except as provided in Section 9.10 hereof, therefore the Restricted 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. (b) Seller, ELRH, ELRH II, and their respective Affiliates each acknowledges The EL Parties acknowledge that Buyer and its advisors the LATA Parties will rely on the representations and warranties of Seller, ELRH and ELRH II the EL Parties contained in this Section 5.26 5.08 for purposes of determining whether the issuance of the Restricted OP Units is exempt from registration under the Securities Act and any other applicable Securities Laws. (c) Seller, ELRH, ELRH II and their respective Affiliates each Each of the EL Parties understands that the Restricted OP Units will be characterized as “restricted securities” under the Securities Act. Seller, ELRH and ELRH II each Each of the EL Parties represents that such entity it is familiar with Rule 144 promulgated under the Securities Act. (d) Except as set forth in Section 9.10, ELRH II Each of the EL Parties who receives OP Units is acquiring the Restricted Units, including those pursuant to Section 3.03, and ELRH is acquiring the Restricted OP Units pursuant to Section 3.04, solely for its own account for investment purposes and not with a view toward any distribution, except as contemplated by this Agreement or the Contribution Agreements, or permitted under applicable Securities Laws. (e) Seller, ELRH and ELRH II each Each of the EL Parties has reviewed the publicly filed documents of LATA, of which Buyer LATA OP is the operating partnership, and has been afforded an opportunity to ask questions regarding the same. (f) Seller, ELRH and ELRH II each Each of the EL Parties (i) has the financial ability to bear the economic risk of the investment in the Restricted OP Units, (ii) has adequate means for providing for its current needs and contingencies, (iii) has no need for liquidity with respect to the investment in the Restricted OP Units, and (iv) can afford a complete loss of the investment in the Restricted OP Units at this time and in the foreseeable future. (g) Each of the EL Parties has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the OP Units and of making an informed investment decision with respect thereto. The EL Parties acknowledge that, among other things, by virtue of the fact that Xxxxxxx Xxxxxxx, an officer, director and major stockholder of EH is also a member of the Board and that Xxxxxx X. Xxxxxx, the President of ELRH is a member of the Board and Executive Chairman of LATA, the EL Parties are knowledgeable as to the financial condition and prospects of the LATA Parties. (h) Each of the EL Parties is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (i) Each of the EL Parties represent and warrant that, except for performance by the LATA Parties of their respective obligations under this Agreement, it is not relying upon any advice or any information or material furnished by the LATA Parties or its representatives, whether oral or written, expressed or implied, of any nature whatsoever, regarding any tax matters, including without limitation, tax consequences to the EL Parties from the transactions contemplated herein or any transaction governed by the Transaction Documents.

Investment and Securities Matters. (a) Seller, ELRH, ELRH II, and their respective Affiliates each Flour acknowledges and understands that the (i) the issuance of the Restricted Units 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; securities laws and (ii) the issuance of the Restricted Units New Seaboard Shares is intended to be exempt from registration under the Securities Act and any other applicable Securities Laws securities laws by virtue of certain exemptions thereunder, including Section 4(2) of the Securities Act promulgated thereunderAct, and, therefore, except as provided in Section 9.10 hereof, the Restricted Units New Seaboard Shares 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 securities laws or unless an exemption from registration is available. (b) Seller, ELRH, ELRH II, and their respective Affiliates each acknowledges that Buyer and its advisors will rely on the representations and warranties of Seller, ELRH and ELRH II contained in this Section 5.26 for purposes of determining whether the issuance of the Restricted Units is exempt from registration under the Securities Act and any other applicable Securities Laws. (c) Seller, ELRH, ELRH II and their respective Affiliates each understands that the Restricted Units will be characterized as “restricted securities” under the Securities Act. Seller, ELRH and ELRH II each represents that such entity is familiar with Rule 144 promulgated under the Securities Act. (d) Except as set forth in Section 9.10, ELRH II Flour is acquiring the Restricted Units, including those pursuant to Section 3.03, and ELRH is acquiring the Restricted Units pursuant to Section 3.04, New Seaboard Shares solely for its own account for investment purposes and not with a view toward any distribution, except as permitted under distribution in violation of the Securities Act or any other applicable Securities Lawssecurities laws. (ec) Seller, ELRH and ELRH II each has reviewed Flour is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the publicly filed documents of LATA, of which Buyer is the operating partnership, and has been afforded an opportunity to ask questions regarding the sameSecurities Act. (fd) SellerFlour acknowledges and agrees that the certificates representing the New Seaboard Shares shall bear substantially the following legend: the shares represented by this certificate have not been registered under the securities act of 1933, ELRH as amended (the "securities act"), or under any other applicable securities laws in reliance upon various exemptions therefrom. these shares have been acquired for investment and ELRH II each may not be offered for sale, sold, transferred, or otherwise disposed of, nor will any assignee or transferee thereof be recognized by the corporation as having any interest in such shares, in the absence of (i) has the financial ability to bear the economic risk of the investment in the Restricted Units, (ii) has adequate means for providing for its current needs and contingencies, (iii) has no need for liquidity an effective registration statement with respect to the investment shares under the securities act or (ii) an opinion of holder's counsel, which counsel and opinion of holder's counsel shall each be reasonably satisfactory to the corporation, to the effect that the transaction by which such shares will be offered for sale, sold, transferred, or otherwise disposed of is exempt from or otherwise in compliance with the Restricted Units, and (iv) can afford a complete loss registration requirements of the investment in the Restricted Units at this time securities act and in the foreseeable futureany other applicable securities laws.