Investment Intent, etc. (a) Such Investor is acquiring the Shares to be acquired by it hereunder for its own account for investment only and not with a view to or for sale in connection with the distribution thereof.
(b) Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Company contemplated by this Agreement and making an informed investment decision with respect thereto.
(c) Such Investor is an "accredited investor" as such term is defined in Rule 501 under the Securities Act.
(d) Such Investor has received copies of and has reviewed (i) the Company's Quarterly Report on Form 10-QSB with respect to the quarter ended September 30, 1996; (ii) the 1997 Form 10-QSB, (iii) Form 10-KSB; (iv) a draft, dated May 1, 1997, of the Company's Proxy Statement with respect to its 1997 annual meeting of shareholders; (v) a draft of the Private Placement Memorandum of the Company, dated May 1, 1997; and (vi) press releases issued by the Company since May 23, 1996.
(e) Such Investor understands that certain of the information provided by the Company in connection with the transactions contemplated hereby contains forward-looking statements regarding potential future events and developments affecting the Company's business. Such statements relate to, among other things, (i) competition for customers for its products and services; (ii) the uncertainty of developing or obtaining rights to new products that will be accepted by the market and the timing of the introduction of new products into the market; (iii) the limited market life of the Company's products; (iv) the uncertainty of consummating potential acquisitions or entering into joint ventures; and (v) the availability of financing to fund working capital and expansion needs. Such Investor further understands that the Company's ability to predict results or the effect of any pending events on the Company's operating results is inherently subject to various risks and uncertainties, including those discussed in the Form 10-KSB under "Description of Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Memorandum under "Risk Factors". Such Investor further understands that the projected financial information regarding the Company's future performance is merely an estimate based on various assumptions concerning the occurrence of future events, many of which are beyond the Company...
Investment Intent, etc. He is acquiring the Shares to be purchased by him for investment for his own account and not with the view to, or for resale in connection with, any distribution thereof. He is an "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares. He understands that the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold unless so registered or unless an exemption from registration is available. The stock certificates will bear a legend to that effect.
Investment Intent, etc. Each Stockholder is acquiring the Acquiror Shares, together with the associated rights, to be received in the Merger or pursuant to the exercise of the Option, for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Acquiror Shares. Each Stockholder is an "accredited investor" within the meaning of Regulation D promulgated under the Act. Each Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in Acquiror and is able to bear the economic risk of such investment for an indefinite period of time.
Investment Intent, etc. This Agreement is made with you in reliance upon your representation to the Partnership, which by your acceptance hereof you confirm, that you are purchasing the Notes to be purchased by you hereunder for your own account for investment or for one or more separate accounts (as defined in Section 3.4) maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, and that you have no present intention of distributing any of the same; provided, however, that the disposition of your or their property shall be at all times within your or their own control, and that your right to sell or otherwise dispose of all or any part of the Notes purchased by you pursuant to an effective registration statement under the Securities Act or under an exemption from such registration available under the Securities Act shall not be prejudiced.
Investment Intent, etc. Each of you and each other Person who has been designated by you as a registered holder to whom Securities will be initially issued on a Closing Date, by acceptance of such Securities, represent and in making this sale it is specifically understood and agreed that you and each such other Person (a) are an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act and the rules and regulations promulgated thereunder and was not organized for the specific purpose of acquiring the Shares and (b) are acquiring the Securities to be purchased for your, or such Person's, own account, or for the account of one or more trusts which you, or such Person, manage, and not with a view to or for sale in connection with any distribution thereof, provided that the disposition of your, or such Person's, property shall at all times be and remain within your, or such Person's, control.
Investment Intent, etc. This Securities Exchange Agreement is made with you in reliance upon the following representations to the Company, which by your acceptance hereof you confirm:
(a) You are purchasing the Securities for your own account for investment and not with a view to or for sale in connection with any distribution thereof; provided that the disposition of your property shall be at all times within your own control, and that your right to sell or otherwise dispose of all or any part of the Securities purchased or acquired by you pursuant to an effective registration statement under the Securities Act or under an exemption from such registration available under the Securities Act (including but not limited to the exemption provided by Rule 144A of the SEC thereunder) and in accordance with any applicable state securities law shall not be prejudiced.
(b) You are an "accredited investor" as defined in Rule 501 under the Securities Act.
Investment Intent, etc. You represent and warrant that you are acquiring the Shares acquired hereunder for your own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution (within the meaning of the Securities Act) thereof, nor with any present intention of selling or otherwise disposing of the same subject, nevertheless, to any requirement of law that the disposition of your Property shall at all times be within your control.
Investment Intent, etc. Buyer is acquiring the Shares for Buyer's own account for investment and not with a view to resale or distribution of the Shares. Buyer has no present intention of distributing or selling the Shares to others, has no need for liquidity of the Shares, and has no reason to expect a change in Buyer's circumstances, financial or other, that may cause or require sale of the Shares. Buyer acknowledges that the Company has no obligation to register the Shares under U.S. securities laws.
Investment Intent, etc. By accepting this Warrant, the Holder represents that (a) the Holder is acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for investment and not with a view to, or for sale in connection with, any distribution thereof; (b) the Holder can bear the economic risk of an investment in the Warrant Shares (including possible complete loss of such investment) for an indefinite period of time and has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of an investment in the Warrant Shares; (c) the Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance of the Company on such exemptions is predicated upon the accuracy of the Holder's representations in this Section; (d) the Holder is familiar with Regulation D promulgated under the Securities Act and is an "accredited investor" as defined in Rule 501(a) of Regulation D; and (e) the Holder is familiar with Rule 144 under the Securities Act, as currently in effect, and understands the resale limitations that are or would be imposed thereby and by the Securities Act on this Warrant and the Warrant Shares to the extent such securities are characterized as "restricted securities" under the United States federal securities laws inasmuch as they are acquired from the Company in a transaction not involving a public offering.
Investment Intent, etc. Buyer is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, and Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of, and is able to bear the economic risk of, its respective acquisition of the Shares. Buyer has had the opportunity to do its own due diligence regarding the Company, and Buyer is not relying on Seller with respect to such due diligence. Buyer is not acquiring the Shares with any present intention of offering or selling any of the Shares in a transaction that would violate the Securities Xxx 0000 or the securities laws of any state of the United States or any other applicable jurisdiction.
