Investment in Buyer Shares Sample Clauses

Investment in Buyer Shares. (a) Seller (i) understands that the Buyer Shares have not been and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws, and are being acquired in reliance upon federal and state exemptions from registration requirements thereof, (ii) is acquiring the Buyer Shares solely for its own account for investment purposes, and not with a view to the distribution thereof, (iii) is a sophisticated investor with knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in Buyer, (iv) acknowledges that it has received all information it desires concerning Buyer, its common stock and any other matter it deems relevant or material to evaluating the merits and risks inherent in holding the Buyer Shares, (v) is able to bear the economic risk of investment and lack of liquidity inherent in holding the Buyer Shares.
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Investment in Buyer Shares. The Stockholders acknowledge that -------------------------- the Buyer Shares are not registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state or foreign securities laws and that the Buyer Shares are being sold to the Stockholders materially in reliance upon the representations and warranties contained in this Section 4.31. The Stockholders further understand that the offer and sale of the Buyer Shares are intended to be exempt from registration under the Securities Act and under any applicable state and foreign securities laws. In furtherance thereof, each Stockholder represents and warrants to and agrees with Buyer that (i) such Stockholder is purchasing Buyer Shares for such Stockholder's own account, for investment purposes only and not with a view to the resale or distribution thereof except in compliance with the Securities Act and any applicable state and foreign securities laws; (ii) such Stockholder is an "accredited investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (iii) such Stockholder's purchase of Buyer Shares will not violate the Laws of the jurisdiction of his/her/its incorporation or residence or any other Laws; and (iv) such Stockholder has such knowledge and experience in financial, tax, and business matters so as to enable him/her/it to evaluate the merits and risks of acquiring Buyer's Shares and make an informed investment decision with respect thereto.
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Investment in Buyer Shares 
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Related to Investment in Buyer Shares

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Exchange Shares There shall be allocated to the Distributor and each Other Distributor, as the case may be, all Commission Shares of such Portfolio which were issued during or after the period referred to in (a) as a consequence of one or more free exchanges of Commission Shares of the Portfolio or of another portfolio (other than Free Appreciation Shares) (the "Exchange Shares"), which in accordance with the transfer records maintained for such Portfolio can be traced to Commission Shares of the Portfolio or another portfolio initially issued by the Company or such other portfolio during the time the Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio or such other portfolio.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Company Securities Section 3.2(a)........................................11

  • Settlement in Shares Notwithstanding anything to the contrary in the Agreement, Addendum or the Program, the Award shall be settled only in Shares (and may not be settled in cash).

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

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