Investment Intent; Certain Restrictions Sample Clauses

Investment Intent; Certain Restrictions. (a) Purchaser is acquiring the Cinagro Shares for investment and not with the view to, or any intention of, a resale or distribution of the Cinagro Shares, in whole or in part, or the grant of any participation therein in violation of federal or state securities laws. Purchaser understands that neither the Cinagro Shares nor the Company Shares have been registered under the Securities Act or state securities laws by reason of specific exemptions from the registration provisions of the Securities Act and applicable state securities laws that depend upon, among other things, the bona fide nature of Purchaser's investment intent and the accuracy of Purchaser's representations as set forth in Section 2.3.5. Purchaser further understands that Seller will have no obligation to register the Cinagro Shares or the Company Shares under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Purchaser hereby acknowledges that, because of the restrictions on transfer and assignment of the Cinagro Shares and the Company Shares, Purchaser may have to bear the economic risk of the investment in the Cinagro Shares and the Company Shares for an indefinite period of time.
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Investment Intent; Certain Restrictions. (a) Each Investor is acquiring the Stock for investment for its own account, not as a nominee or agent and not with the view to, or any intention of, a resale or distribution thereof, in whole or in part, or the grant of any participation therein. Each Investor understands that the Stock has not been, and will not be, registered under the Securities Act or state securities laws by reason of specific exemptions from the registration provisions of the Securities Act and applicable state securities laws that depend upon, among other things, the bona fide nature of each Investor's investment intent and the accuracy of each Investor's representations as set forth in this Section 4. Each Investor has not been formed for the specific purpose of acquiring the Stock. Each Investor further understands that, other than pursuant to the Rights Agreement, the Company shall have no obligation to register the Stock under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Each Investor hereby acknowledges that because of the restrictions on transfer and assignment of the Stock, each Investor may have to bear the economic risk of the investment in the Stock for an indefinite period of time.
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Investment Intent; Certain Restrictions. (a) Cattxxxxx xx acquiring the Common Stock for investment for its own account, not as a nominee or agent and not with the view to, or any intention of, a resale or distribution thereof, in whole or in part, or the grant of any participation therein. Cattxxxxx xxxerstands that the Common Stock has not been, and will not be, registered under the Securities Act or state securities laws by reason of specific exemptions from the registration provisions of the Securities Act and applicable state securities laws that depend upon, among other things, the bona fide nature of Cattxxxxx'x xxxestment intent and the accuracy of Cattxxxxx'x xxxresentations as set forth in this Section 5. Cattxxxxx xxx not been formed for the specific purpose of acquiring the Common Stock. Cattxxxxx xxxther understands that, other than pursuant to that certain Shareholders' Rights Agreement, to be entered into on the Merger Closing Date by and among the Company, Cattxxxxx xxx the other signatories thereto, the Company shall have no obligation to register the Common Stock under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Cattxxxxx xxxeby acknowledges that because of the restrictions on transfer and assignment of the Common Stock, Cattxxxxx xxx have to bear the economic risk of the investment in the Common Stock for an indefinite period of time.
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Investment Intent; Certain Restrictions. The Holder is purchasing the Parent Common Stock for his or her own account for investment and not with a view to, or for resale in connection with, the distribution hereof, and he or she has no present intention of distributing any thereof, except in each case in accordance with the terms of this Agreement and that certain Registration Rights Agreement contemplated by the Merger Agreement. The Holder understands that the shares of Parent Common Stock have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of his or her investment intent as expressed herein. He has had the opportunity to discuss the terms hereof and the Merger Agreement and the transactions contemplated thereby and has been advised by counsel as to his obligations under applicable securities laws in connection therewith.
Sample 1

Related to Investment Intent; Certain Restrictions

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

  • Investment Intent; Restrictions on Transfer (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.

  • Investment Restrictions How the Fund is Managed ................................................................................

  • Lock-Up Restrictions The Optionee hereby agrees to any lockup of the Shares which the Board of Directors of the Company requests when requested by an investment banker or underwriter providing financing to the Company.

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.

  • Certain Restrictions on Subsidiaries The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.

  • Standstill Restrictions Section 6.1 Until the later of (x) the time that the Investor’s Ownership Percentage is less than 25% of the Common Stock on an as-converted basis and (y) the third anniversary of the date hereof (and, in the case of (iv) – (vii), only for so long as the designees of Investor under section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Preferred Shares, Warrant, Common Stock acquired upon conversion of such Preferred Shares and exercise of the Warrant and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations from exercising their fiduciary duties or powers as directors.

  • Stock Restrictions Optionee understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

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