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.

Appears in 2 contracts

Samples: 1 Share Purchase Agreement (Nelson Jonathan M), 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 PurchaserPurchaser 's investment intent and the accuracy of PurchaserPurchaser '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.

Appears in 2 contracts

Samples: Share Purchase Agreement (Organic Inc), 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 PurchaserPurchaser 's investment intent and the accuracy of PurchaserPurchaser '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.

Appears in 1 contract

Samples: Share Purchase Agreement (Seneca Investments LLC)

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