Common use of Investment Intent; Certain Restrictions Clause in Contracts

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. (b) Purchaser understands that there is no established trading market for the Cinagro Shares, and that no public market for the Cinagro Shares may develop in the future. Purchaser understands that the Cinagro Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration requirement is available. (c) Purchaser will observe and comply with the Securities Act and the rules and regulations promulgated thereunder, as now in effect and as from time to time amended, in connection with any offer, sale, pledge, transfer or other disposition of the Cinagro Shares and the Company Shares. In furtherance of the foregoing, and in addition to the other restrictions contained in this SECTION 2.3, Purchaser will not offer to sell, exchange, transfer, pledge or otherwise dispose of any of the Cinagro Shares or the Company Shares, except pursuant to a valid registration statement under the Securities Act or a valid exemption therefrom.

Appears in 1 contract

Samples: Share Purchase Agreement (Seneca Investments LLC)

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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 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. (b) Purchaser understands that there is no established trading market for the Cinagro Shares, and that no public market for the Cinagro Shares may develop in the future. Purchaser understands that the Cinagro Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration requirement is available. (c) Purchaser will observe and comply with the Securities Act and the rules and regulations promulgated thereunder, as now in effect and as from time to time amended, in connection with any offer, sale, pledge, transfer or other disposition of the Cinagro Shares and the Company Shares. In furtherance of the foregoing, and in addition to the other restrictions contained in this SECTION Section 2.3, Purchaser will not offer to sell, exchange, transfer, pledge or otherwise dispose of any of the Cinagro Shares or the Company Shares, except pursuant to a valid registration statement under the Securities Act or a valid exemption therefrom.

Appears in 1 contract

Samples: Share Purchase Agreement (Seneca Investments LLC)

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 Purchaser's investment intent and the accuracy of Purchaser Purchaser's representations as set forth in SECTION 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. (b) Purchaser understands that there is no established trading market for the Cinagro Shares, and that no public market for the Cinagro Shares may develop in the future. Purchaser understands that the Cinagro Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration requirement is available. (c) Purchaser will observe and comply with the Securities Act and the rules and regulations promulgated thereunder, as now in effect and as from time to time amended, in connection with any offer, sale, pledge, transfer or other disposition of the Cinagro Shares and the Company Shares. In furtherance of the foregoing, and in addition to the other restrictions contained in this SECTION Section 2.3, Purchaser will not offer to sell, exchange, transfer, pledge or otherwise dispose of any of the Cinagro Shares or the Company Shares, except pursuant to a valid registration statement under the Securities Act or a valid exemption therefrom.

Appears in 1 contract

Samples: Share Purchase Agreement (Organic Inc)

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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 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. (ba) Purchaser understands that there is no established trading market for the Cinagro Shares, and that no public market for the Cinagro Shares may develop in the future. Purchaser understands that the Cinagro Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration requirement is available. (cb) Purchaser will observe and comply with the Securities Act and the rules and regulations promulgated thereunder, as now in effect and as from time to time amended, in connection with any offer, sale, pledge, transfer or other disposition of the Cinagro Shares and the Company Shares. In furtherance of the foregoing, and in addition to the other restrictions contained in this SECTION Section 2.3, Purchaser will not offer to sell, exchange, transfer, pledge or otherwise dispose of any of the Cinagro Shares or the Company Shares, except pursuant to a valid registration statement under the Securities Act or a valid exemption therefrom.

Appears in 1 contract

Samples: Share Purchase Agreement (Organic Inc)

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