Common use of Investment Intent; Restricted Securities Clause in Contracts

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is acquiring the Company Shares solely for 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 Company Shares or dividing its participation 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 Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer Purchaser is acquiring the Company Class A Shares solely for BuyerPurchaser’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 Company Class A Shares or dividing its participation therein with others. Buyer Purchaser has sufficient knowledge and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of the prospective investment in the Company and the purchase of the Class A Shares and making an informed investment decision with respect to such purchase. Purchaser is an “accredited investor” within the meaning of Rule 501 promulgated under the U.S. Securities Act of 1933 (together with the regulations promulgated thereunder, the “1933 Act”). Purchaser has had such opportunity as it has deemed adequate to obtain from Seller or its brokers, representatives or agents such information about the Business, the Property and the Company as is necessary to permit Purchaser to evaluate the merits and risks of investment in the Company and the purchase of the Class A Shares. Purchaser understands and acknowledges that (a) none of the Company Class A Shares have been will not be registered or qualified under the Securities Act 1933 Act, or under any securities Laws of any state of the United States or any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) the Company Class A Shares will constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the Company Class A Shares are will not be traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the Company Class A Shares may not be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such Company Shares, as applicable, Class A Shares 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 Purchaser will not sell, transfer, offer for sale, pledge, hypothecate refrain from transferring or otherwise dispose of any disposing of the Company Class A Shares acquired hereunder or any interest therein in any manner that may cause the Company Shareholders Seller or any of its Affiliates to be in violation of the Securities 1933 Act or any other applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is acquiring the Company Shares Securities solely for 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 Company Shares Securities or dividing its participation therein herein with others. Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the purchase of the Securities and to make an informed investment decision with respect to such purchase. Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the 1933 Act. Buyer has had such opportunity as it has deemed adequate to obtain from management of the Acquired Companies such information about the businesses of the Acquired Companies as is necessary to permit Buyer to evaluate the merits and risks of investment in the Acquired Companies. Buyer understands and acknowledges that that: (a) none of the Company Shares 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 any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) all of the Company Shares Securities constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the Company Shares Securities are traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the Company Shares Securities may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such Company Shares, as applicable, Securities 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 refrain from transferring or otherwise dispose disposing of any of the Company Shares Securities acquired hereunder or any interest therein in any manner that may cause the Company Shareholders any Seller to be in violation of the Securities 1933 Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is acquiring the Company Shares solely for 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 Company Shares or dividing its participation therein herein with others. Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the purchase of the Shares and to make an informed investment decision with respect to such purchase. Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the 1933 Act. Buyer has had such opportunity as it has deemed adequate to obtain from the management of the Company such information about the business of the Company as is necessary to permit Buyer to evaluate the merits and risks of investment in the Company. Buyer understands and acknowledges that that: (a) none of the Company Shares have been registered or qualified under the Securities Act 1933 Act, or under any securities Laws of any state of the United States or any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the Company Shares are traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the Company Shares may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such Company Shares, as applicable, Shares 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 refrain from transferring or otherwise dispose disposing of any of the Company Shares acquired hereunder or any interest therein in any manner that may cause the Company Shareholders Seller to be in violation of the Securities 1933 Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is acquiring the Company Shares solely for 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 Company Shares or dividing its participation therein herein with others. Buyer understands and acknowledges that (a) none of the Company Shares have been registered or qualified under the Securities Act 1933 Act, or under any securities Laws of any state of the United States or any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the Company Shares are traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the Company Shares may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such Company Shares, as applicable, Shares 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 refrain from transferring or otherwise dispose disposing of any of the Company Shares acquired hereunder or any interest therein in any manner that may cause the Company Shareholders any Seller to be in violation of the Securities 1933 Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer Purchaser is acquiring the Blocker Interests and the Company Shares Units solely for BuyerPurchaser’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 Blocker Interests or the Company Shares Units in violation of any federal or dividing its participation therein with othersstate securities Law. Buyer Purchaser understands and acknowledges that (ai) none of the Blocker Interests and the Company Shares Units have not been registered or qualified under the Securities Act Act, or under any securities Laws of any state of the United States or any other jurisdiction jurisdiction, and were have been issued in reliance on upon specific exemptions thereunder, (bii) the Blocker Interests and the Company Shares Units constitute “restricted securities” as defined in Rule 144 under the Securities Act, (ciii) none of the Blocker Interests nor the Company Shares are Units is traded or tradable on any securities exchange or over the counter, over-the-counter and (div) none of the Blocker Interests nor the Company Shares Units may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities Act with respect to such Company SharesBlocker Interests, 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 Purchaser shall not sell, transfer, offer for sale, pledge, hypothecate transfer or otherwise dispose of any of the Blocker Interests or the Company Shares Units acquired hereunder or any interest therein in any manner that may cause the Company Shareholders Blocker Sellers or any Unitholder to be in violation of the Securities Act or any applicable state securities Laws. Buyer Purchaser is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is acquiring the Company Shares Securities solely for 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 Company Shares Securities or dividing its participation therein herein with others. Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the 1933 Act. Buyer understands and acknowledges that (a) none of the Company Shares 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 any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) all of the Company Shares Securities constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the Company Shares Securities are traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the Company Shares Securities may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such Company Shares, as applicable, Securities 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 refrain from transferring or otherwise dispose disposing of any of the Company Shares Securities acquired hereunder or any interest therein in any manner that may would cause the Company Shareholders any Seller to be in violation of the Securities 1933 Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is acquiring the Company Shares solely for 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 Company Shares or dividing its participation therein herein with others. Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the purchase of the Shares and to make an informed investment decision with respect to such purchase. Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the 1933 Act. Buyer has had such opportunity as it has deemed adequate to obtain from the management of the Company such information about the business of the Company as is necessary to permit Buyer to evaluate the merits and risks of investment in the Company. Buyer understands and acknowledges that that: (a) none of the Company Shares have been registered or qualified under the Securities Act 1933 Act, or under any securities Laws of any state of the United States or any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) all of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the Company Shares are traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the Company Shares may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such Company Shares, as applicable, Shares 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 transfer or otherwise dispose of any of the Company Shares acquired hereunder or any interest therein in any manner that may cause the Company Shareholders Seller to be in violation of the Securities 1933 Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer is acquiring the Company Shares Interests solely for 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 Company Shares Interests or dividing its participation therein herein with others. Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the purchase of the Interests and to make an informed investment decision with respect to such purchase. Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the 1933 Act. Buyer has had such opportunity as it has deemed adequate to obtain from the management of the Acquired Companies such information about the business of the Acquired Companies as is necessary to permit Buyer to evaluate the merits and risks of investment in the Acquired Companies. Buyer understands and acknowledges that that: (a) none of the Company Shares Interests have been registered or qualified under the Securities Act 1933 Act, or under any securities Laws of any state of the United States or any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) all of the Company Shares Interests constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the Company Shares Interests are traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the Company Shares Interests may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such Company Shares, as applicable, Interests 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 refrain from transferring or otherwise dispose disposing of any of the Company Shares Interests acquired hereunder or any interest therein in any manner that may cause the Company Shareholders Seller to be in violation of the Securities 1933 Act or any applicable state securities Laws. Buyer is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Shares.

Investment Intent; Restricted Securities. Pursuant to the transactions contemplated hereby, Buyer Parent is acquiring the equity interests of the Company Shares solely for BuyerParent’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 equity interests of the Company Shares or dividing its participation therein herein with others. Buyer Parent understands and acknowledges that (a) none of the equity interests of the Company Shares have been registered or qualified under the Securities Act 1933 Act, or under any securities Laws of any state of the United States or any other jurisdiction and were issued jurisdiction, in reliance on upon specific exemptions thereunder, thereunder for transactions not involving any public offering; (b) all of the equity interests of the Company Shares constitute “restricted securities” as defined in Rule 144 under the Securities 1933 Act, ; (c) none of the equity interests of the Company Shares are traded or tradable on any securities exchange or over the over-the-counter, ; and (d) none of the equity interests of the Company Shares may be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of unless a registration statement under the Securities 1933 Act with respect to such equity interests of the 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 Parent will not sell, transfer, offer for sale, pledge, hypothecate transfer or otherwise dispose of any of the equity interests 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 1933 Act or any applicable state securities Laws. Buyer Parent is an “accredited investor” as defined in Rule 501(a) of the Securities 1933 Act. Buyer acknowledges that it After July 31, 2014, Parent will be eligible to file registration statements on Form S-3, including but not limited to satisfying the “Registrant Requirements” of General Instruction I.A. to Form S-3 as such Form S-3 is informed in effect as to the risks of the transactions contemplated by this Agreement and of ownership of the Company Sharesdate hereof.