Common use of Investment Intent; Restricted Securities Clause in Contracts

Investment Intent; Restricted Securities. Buyer is purchasing the Stock solely for its own account, for investment purposes only, and not with a view to, or any present intention of, reselling or otherwise distributing the Stock or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Stock. Buyer understands and acknowledges that (i) none of the Stock has been registered under the Securities Act or any state or foreign securities Laws, in reliance upon specific exemptions thereunder for transactions not involving any public offering, (ii) none of the Stock is traded or tradable on any securities exchange or over-the-counter, and (iii) the Stock may not be sold, transferred, offered for sale, or otherwise disposed of unless such transfer, sale or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities Laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities Laws. Buyer will not transfer or otherwise dispose of any of the Stock acquired hereunder or any interest therein in any manner that may cause Buyer to be in violation of the Securities Act or any applicable state securities Laws.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is purchasing acquiring the Stock Company Shares solely for its Buyer’s own account, for investment purposes only, only and not with a view to, or with any present intention of, reselling or otherwise distributing the Stock Company Shares or dividing its participation herein therein with others. Buyer understands and acknowledges that (a) none of the Company Shares have been registered or qualified under the Securities Act or under any securities Laws of any state of the United States or any other jurisdiction and were issued in reliance on specific exemptions thereunder, (b) the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act, (c) none of the Company Shares are traded or tradable on any securities exchange or over the counter, and (d) none of the Company Shares may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless a registration statement under the Securities Act with respect to such Company Shares, as applicable, and qualification in accordance with any applicable state securities Laws becomes effective or unless such registration and qualification is inapplicable, or an exemption therefrom is available. Buyer will not sell, transfer, offer for sale, pledge, hypothecate or otherwise dispose of any of the Company Shares acquired hereunder or any interest therein in any manner that may cause the Company Shareholders to be in violation of the Securities Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby by this Agreement and of ownership of the Stock. Buyer understands and acknowledges that (i) none of the Stock has been registered under the Securities Act or any state or foreign securities Laws, in reliance upon specific exemptions thereunder for transactions not involving any public offering, (ii) none of the Stock is traded or tradable on any securities exchange or over-the-counter, and (iii) the Stock may not be sold, transferred, offered for sale, or otherwise disposed of unless such transfer, sale or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities Laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities Laws. Buyer will not transfer or otherwise dispose of any of the Stock acquired hereunder or any interest therein in any manner that may cause Buyer to be in violation of the Securities Act or any applicable state securities LawsCompany Shares.

Investment Intent; Restricted Securities. Buyer is purchasing acquiring the Stock Securities solely for its Buyer’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing the Stock Securities or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D within the meaning of Rule 501 promulgated by the Securities and Exchange Commission under the Securities 1933 Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Stock. Buyer understands and acknowledges that (ia) none of the Stock has Securities have been registered or qualified under the Securities Act 1933 Act, or under any securities Laws of any state of the United States or foreign securities Lawsother jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering, ; (iib) all of the Securities constitute “restricted securities” as defined in Rule 144 under the 1933 Act; (c) none of the Stock is Securities are traded or tradable on any securities exchange or over-the-counter, ; and (iiid) none of the Stock Securities may not be sold, transferred, offered for sale, transferred or otherwise disposed of unless such transfer, sale or other disposition is pursuant to the terms of an effective a registration statement under the 1933 Act with respect to such Securities Act and are registered under qualification in accordance with any applicable state or foreign securities Laws becomes effective or pursuant to unless such registration and qualification is inapplicable, or an exemption from registration under the Securities Act and any applicable state or foreign securities Lawstherefrom is available. Buyer will not transfer refrain from transferring or otherwise dispose disposing of any of the Stock Securities acquired hereunder or any interest therein in any manner that may would cause Buyer any Seller to be in violation of the Securities 1933 Act or any applicable state securities Laws.

Investment Intent; Restricted Securities. Buyer Purchaser is purchasing directly or indirectly acquiring the Company Stock solely for its Purchaser’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing the Company Stock or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Stock. Buyer Purchaser understands and acknowledges that (ia) none of the Company Stock has have been registered or qualified under the 72 Securities Act Act, or under any securities laws of any state of the United States or foreign securities Lawsother jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering, ; (iib) all of the Company Stock constitute “restricted securities” as defined in Rule 144 under the Securities Act; (c) none of the Company Stock is traded or tradable on any securities exchange or over-the-counter, ; and (iiid) none of the Company Stock may not be sold, transferred, offered for sale, transferred or otherwise disposed of unless such transfer, sale or other disposition is pursuant to the terms of an effective a registration statement under the Securities Act with respect to such Company Stock and are registered under qualification in accordance with any applicable state securities laws becomes effective or foreign securities Laws unless such registration and qualification is inapplicable, or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities Lawstherefrom is available. Buyer Purchaser will not transfer or otherwise dispose of any of the Company Stock acquired directly or indirectly hereunder or any interest therein in any manner that may cause Buyer any Company Stockholder to be in violation of the Securities Act or any applicable state securities Lawslaws. Purchaser is an “accredited investor” as defined in Rule 501(a) of the Securities Act.

Investment Intent; Restricted Securities. Buyer is purchasing the Stock Purchased Equity solely for its own account, for investment purposes only, and not with a view to, or any present intention of, reselling or otherwise distributing the Stock Purchased Equity, or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby Act and of ownership of the Stockunder National Instrument 45-106. Buyer understands and acknowledges that (ia) none of the Stock Purchased Equity has not been registered under the Securities Act or any state or foreign securities Laws, in reliance upon specific exemptions thereunder for transactions not involving any public offering, (iib) none of the Stock Purchased Equity is not traded or tradable on any securities exchange or over-the-counter, and (iiic) the Stock Purchased Equity may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities Laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities Laws. Buyer will not transfer or otherwise dispose of any of the Stock Purchased Equity acquired hereunder or any interest therein in any manner that may cause Buyer Buyer, the Companies or the Sellers to be in violation of the Securities Act or any applicable state or foreign securities Laws.

Investment Intent; Restricted Securities. Buyer is purchasing the Stock and Units solely for its own account, for investment purposes only, and not with a view to, or any present intention of, reselling or otherwise distributing the Stock or Units, or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission SEC under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Stock. Buyer understands and acknowledges that (ia) none of the Stock has or Units have been registered under the Securities Act or any state or foreign securities Laws, in reliance upon specific exemptions thereunder for transactions not involving any public offering, (iib) none of the Stock or Units is traded or tradable on any securities exchange or over-the-counter, and (iiic) the Stock and Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities Laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities Laws. Buyer will not transfer or otherwise dispose of any of the Stock or Units acquired hereunder or any interest therein in any manner that may cause Buyer to be in violation of the Securities Act or any applicable state or foreign securities Laws.

Investment Intent; Restricted Securities. Buyer is purchasing acquiring the Stock Company Shares solely for its Buyer’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing the Stock Company Shares or dividing its participation herein with others. Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Stock. Buyer understands and acknowledges that (ia) none of the Stock has Company Shares have been registered or qualified under the Securities Act Act, or under any securities Laws of any state of the United States or foreign securities Lawsother jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering, ; (iib) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act; (c) none of the Stock Company Shares is traded or tradable on any securities exchange or over-the-counter, ; and (iiid) none of the Stock Company Shares may not be sold, transferred, offered for sale, transferred or otherwise disposed of unless such transfer, sale or other disposition is pursuant to the terms of an effective a registration statement under the Securities Act with respect to such Company Shares and are registered under qualification in accordance with any applicable state or foreign securities Laws becomes effective or pursuant to unless such registration and qualification is inapplicable, or an exemption from registration under the Securities Act and any applicable state or foreign securities Lawstherefrom is available. Buyer will not transfer or otherwise dispose of any of the Stock Company Shares acquired hereunder or any interest therein in any manner that may cause Buyer any Stockholder to be in violation of the Securities Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act.