Common use of Investment in Parent Common Stock Clause in Contracts

Investment in Parent Common Stock. Each Seller is acquiring the Parent Common Stock for its own account for the purpose of investment and not with a view to or for sale in connection with a distribution. Except for the transactions contemplated by the Existing Registration Rights Agreement and the Registration Rights Agreement, Sellers do not have an arrangement (whether or not legally binding) to effect any distribution of the Parent Common Stock to or through any Person. Each Seller understands that the Parent Common Stock to be delivered to such Seller at Closing will not be registered under the 1933 Act or any other United States state securities laws by reason of specified exemption from the registration provisions thereof, which depends upon, among other things, the bona fide nature of its investment intent as expressed herein, and that such Parent Common Stock may not be transferred or sold except pursuant to the registration provisions of the 1933 Act and any applicable United States state securities laws, or pursuant to an applicable exemption therefrom. Each Seller is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act. No Seller is required to be registered as a broker-dealer under Section 15 of the 1934 Act, and no Seller is a broker-dealer. The Sellers are not purchasing the Parent Common Stock and the Parent Common Stock were not offered to the Sellers by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (b) any seminar or meeting to which the Sellers were invited by any of the foregoing means of communications. Without limiting the representations, warranties, agreements and covenants of Parent and Merger Subs set forth in this Agreement or the Related Agreements, each Seller acknowledges that it has had the opportunity to review the books and records and other information regarding Parent that it has deemed necessary to make an informed investment decision with respect to the investment and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the acquisition of the Parent Common Stock and the merits and risks of investing in the Parent Common Stock; (ii) access to information about Parent and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Parent possesses or can acquire without unreasonable effort or expense. Each Seller (together with his, her or its advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Parent Common Stock. Each Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Parent Common Stock.

Investment in Parent Common Stock. Each Seller is acquiring the Parent Common Stock for its own account for the purpose of investment and not with a view to or for sale in connection with a distribution. Except for the transactions contemplated by the Existing Registration Rights Agreement and the Registration Rights Agreement, the Sellers do not have an arrangement (whether or not legally binding) to effect any distribution of the Parent Common Stock to or through any Person. Each Seller understands that the Parent Common Stock to be delivered to such Seller at Closing will not be registered under the 1933 Act or any other United States state securities laws by reason of specified exemption from the registration provisions thereof, which depends upon, among other things, the bona fide nature of its investment intent as expressed herein, and that such Parent Common Stock may not be transferred or sold except pursuant to the registration provisions of the 1933 Act and any applicable United States state securities laws, or pursuant to an applicable exemption therefrom. Each Seller is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act. No Seller is required to be registered as a broker-dealer under Section 15 of the 1934 Act, and no Seller is a broker-dealer. The Sellers are not purchasing the Parent Common Stock and the Parent Common Stock were not offered to the Sellers by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (b) any seminar or meeting to which the Sellers were invited by any of the foregoing means of communications. Without limiting the representations, warranties, agreements and covenants of Parent and Merger Subs set forth in this Agreement or the Related AgreementsRegistration Rights Agreement, each Seller acknowledges that it has had the opportunity to review the books and records and other information regarding Parent that it has deemed necessary to make an informed investment decision with respect to the investment and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the acquisition of the Parent Common Stock and the merits and risks of investing in the Parent Common Stock; (ii) access to information about Parent and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Parent possesses or can acquire without unreasonable effort or expense. Each Seller (together with his, her or its advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Parent Common Stock. Each Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Parent Common Stock.

Investment in Parent Common Stock. Each Seller (a) Curmi, the only Stockholder receiving Parent Common Stock hereunder, is an "accredited investor" as defined in Rule 501(a)(3) under the Securities Act of 1933, as amended (the "Securities Act"). (b) Curmi is acquiring the shares of Parent Common Stock to be issued hereunder for its investment for his own account account, and not for the purpose account of investment another person, and not with a view to to, or for sale in connection with a with, any distribution. Except for the transactions contemplated by the Existing Registration Rights Agreement and the Registration Rights Agreement, Sellers do not have an arrangement (whether assignment, or not legally binding) to effect resale of any distribution part thereof in violation of the Parent Common Stock to Securities Act, nor with any present intention of any such distribution, assignment, or through any Personresale. Each Seller Alfred Curmi understands that the thxx xxx xxxxxs of Parent Common Stock to be delivered issued to such Seller at Closing will him hereunder have not been registered in the United States under the Securities Act or applicable state securities laws and may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the 1933 Securities Act or any other United States and applicable state securities laws or pursuant to any exemption from such registration requirements, and that certificates representing the shares of Parent Common Stock shall bear legends to this effect. Alfred Curmi understands thxx Xxxxxx'x issuance of the shares of Parent Common Stock contemplated by reason of specified exemption this Agreement is intended to be exempt from the registration provisions thereofof the Securities Act, the availability of which depends upon, among other things, the bona fide nature of its the investment intent and the accuracy of Curmi's representations as expressed herein, and that such . Curmi is neither a party to nor bound by any agreement regarding the ownership or disposition of the shares of Parent Common Stock may not other than this Agreement and the Registration Rights Agreement. (c) Curmi has made independent investigation of Parent and related matters as (i) he deems to be transferred necessary or sold except pursuant to the registration provisions advisable in connection with his investment in and acceptance of the 1933 Act and any applicable United States state securities laws, or pursuant to an applicable exemption therefrom. Each Seller is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act. No Seller is required to be registered as a broker-dealer under Section 15 shares of the 1934 Act, and no Seller is a broker-dealer. The Sellers are not purchasing the Parent Common Stock to be issued to him hereunder and (ii) he believes to be necessary in order to reach an informed decision as to the advisability of making an investment in and accepting the shares of Parent Common Stock were not offered to the Sellers by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (b) any seminar or meeting be issued to which the Sellers were invited by any of the foregoing means of communicationshim hereunder. Without limiting the representationsforegoing, warranties, agreements Curmi has reviewed the Parent SEC Documents (as hereinafter defined) and covenants the Parent's other publicly-available SEC filings that are available on EDGAR or that have been delxxxxxd by Parent to Alfred Curmi. In evaluating xxx xxxxxxxent in and acceptance of the shares of Parent and Merger Subs Common Stock to be issued to him hereunder, Curmi has not relied upon any representation or other information (oral or written) of Parent other than as set forth in such Parent SEC Documents, such other SEC filings or this Agreement or the Related Agreements, each Seller acknowledges that it has had the opportunity to review the books and records and other information regarding Parent that it has deemed necessary to make an informed investment decision with respect to the investment and has been afforded Transaction Documents. (id) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the acquisition of the Parent Common Stock and the merits and risks of investing in the Parent Common Stock; (ii) access to information about Parent and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Parent possesses or can acquire without unreasonable effort or expense. Each Seller (together with his, her or its advisors, if any) Curmi has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of the prospective his investment in the Parent Common StockStock as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. Each Seller has sought such accounting, legal and tax Curmi is not relying on Parent for advice as it has considered necessary to make an informed decision with respect to economic considerations involved in its acquisition and acceptance of the shares of Parent Common Stock. However, Curmi is relying on representations, statements and other information set forth in the Parent SEC Documents, Parent's other publicly-available SEC filings, this Agreement and the other Transaction Documents.