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 Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser or his investment advisor has received, examined and reviewed copies of the Company's most recent reports, as amended, filed under the Exchange Act and other publicly available documents and recognizes that the investment in the Shares involves a high degree of risk. Each Purchaser has been advised that it may not be possible to readily liquidate this investment. Each Purchaser's overall commitment to the Shares, which are not readily marketable, is not disproportionate to his net worth, his investment in the Company will not cause such overall commitment to become excessive, and he can afford to bear the loss of his entire investment in the Company. Each Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of an investment in the Common Stock of the Company. Each Purchaser confirms that the Company has made available to such Purchaser the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the activities of the Company and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information conveyed to him. Each Purchaser hereby acknowledges that such Purchaser has been advised that this offering of Shares has not been registered with, or reviewed by, the Securities and Exchange Commission because this offering is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act. Each Purchaser represents that the Shares are being purchased for such Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Each Purchaser agrees that he will not attempt to sell, transfer, assign, pledge or otherwise dispose the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Each Purchaser understands that no securities administrator of any state has made any finding or determination relating to the fairness of this investment and that no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the offering of ...
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:
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.
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. (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.
