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Investment in Shares Sample Clauses

Investment in Shares. Fenix is acquiring the Shareholders’ Shares for investment purposes and not with a view to a distribution of the Shares.
Investment in Shares. Seller and each Shareholder represents that: (a) They have been advised that the Shares have not been registered under the Securities Act of 1933 ("1933 Act") nor qualified under any state securities laws on the grounds that no distribution or public offering of the Shares is to be effected, and that in this connection the Buyer is relying in part on the representations of Seller and each Shareholder set forth herein. (b) The Shares are being acquired for Seller's and Shareholders' own account for the purpose of investment and not with a view to distribution or resale thereof, and that neither has any present intention of selling, granting any participation in, or otherwise distributing the Shares that it acquires. (c) Seller and each Shareholder is able to bear the economic risks of an investment in the Shares acquired by them pursuant to this Agreement and without materially impairing its financial condition, can hold the Shares for an indefinite period of time and can afford to suffer complete loss on its investment. (d) Seller and each Shareholder is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the 1933 Act, and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of acquiring the Shares. No Seller or Shareholder has been formed or organized for the specific purpose of acquiring the Shares. Seller and each Shareholder has received all the information it has requested from the Buyer it considers necessary or appropriate for deciding whether to accept the Shares of the Buyer's common stock. (e) Seller and each Shareholder is aware that the Shares may be resold without registration or qualification under the Securities Act and applicable state securities laws only in certain limited circumstances and if certain conditions are met. Seller and each Shareholder is 37 also aware that none of the Shares may be sold pursuant to Rule 144 adopted under the 1933 Act unless certain conditions have been met and until Seller or Shareholder have held the Shares for at least the holding period required by such rule. (f) Seller and each Shareholder acknowledges that the certificates representing the Shares, when issued, shall contain the following legend, as well as any legends regarding applicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLD...
Investment in Shares. Purchaser is acquiring the Shareholders’ Shares for investment purposes and not with a view to a distribution of the Shares.
Investment in Shares. (a) Buyer is acquiring the Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. (b) Buyer has received all information it believes necessary to make an informed decision about its acquisition of the Shares. (c) Each of the equity owners of Buyer is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act. (d) Buyer understands that the Shares are not registered under federal or state securities laws and may not be offered, sold, transferred or otherwise disposed of except pursuant to a registration statement or an exemption from registration under those laws. (e) Buyer acknowledges that the certificates representing the Shares may bear a legend substantially as follows: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAW, OR (2) AN OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT REGISTRATION IS NOT REQUIRED.
Investment in Shares. Each of the Seller and Sub has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of the Shares. Each of the Seller and Sub understands that the Shares arerestricted securities” under the Stockholders Agreement, and applicable federal securities laws and that applicable securities laws provide in substance that it may dispose of the Shares only in accordance with the Stockholders Agreement and only pursuant to an effective registration statement under such laws or an exemption therefrom, and it understands that the Buyer has no obligation or intention to register the Shares under applicable securities laws.
Investment in Shares. (a) Buyer is acquiring the Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933. (b) Buyer has received all information it believes necessary to make an informed decision about its acquisition of the Shares. (c) Buyer understands that the Shares are not registered under federal or state securities laws and may not be offered, sold, transferred or otherwise disposed of except pursuant to a registration statement or an exemption from registration under those laws.
Investment in Shares. (a) Purchaser will hold the Shares transferred to it pursuant to this Agreement for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. Subject to the terms of Section 6.10, Purchaser does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares transferred to it pursuant to this Agreement. (b) Purchaser acknowledges that Seller has disclosed that the Shares to be transferred to Purchaser pursuant to this Agreement have not been registered under the Securities Act, as amended, and, therefore, cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available. (c) Purchaser is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (d) Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the acquisition of the Shares and has had full access to such other information concerning the Seller as Purchaser has requested. (e) Purchaser is able to bear the economic risk of its investment in the Shares for an indefinite period of time, recognizing that the Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
Investment in SharesBuyer acknowledges that the 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 Shares are being sold to Buyer in reliance upon the representations and warranties contained in this Section 5.6. Buyer further understands that the sale of the Shares is intended to be exempt from registration under the Securities Act and under any applicable state securities laws. In furtherance thereof, Buyer represents and warrants to and agrees with the Shareholder that (i) Buyer is purchasing the Shares for Buyer'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 and (ii) Buyer is an "accredited investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
Investment in Shares i The Seller understands that the Shares have not been and will not be registered under the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities Laws, and that the issuance of the Shares contemplated hereby is being made in reliance on one or more exemptions from registration under the 1933 Act and under applicable registration exemptions from state securities Laws. ii The Seller is acquiring the Shares for its own account, for investment purposes only, and not with a view to any resale or distribution in violation of the registration requirements of the 1933 Act; and will not offer, sell or otherwise transfer any of the Shares except under circumstances which will not result in a violation of the 1933 Act and only after all other requirements set forth in this Agreement, the Escrow Agreement and the other agreements relating to the transactions contemplated herein and therein have been satisfied.